sec document
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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SCHEDULE 13D
(RULE 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13d-2(a)
(Amendment No. 4)(1)
The Topps Company, Inc.
-----------------------
(Name of Issuer)
Common Stock, $.01 Par Value
(Title of Class of Securities)
890786106
---------
(CUSIP Number)
STEVEN WOLOSKY, ESQ.
OLSHAN GRUNDMAN FROME ROSENZWEIG & WOLOSKY LLP
Park Avenue Tower
65 East 55th Street
New York, New York 10022
(212) 451-2300
--------------
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
March 6, 2007
-------------
(Date of Event Which Requires Filing of This Statement)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition that is the subject of this Schedule 13D, and is filing
this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the
following box / /.
NOTE. Schedules filed in paper format shall include a signed original and
five copies of the schedule, including all exhibits. SEE Rule 13d-7 for other
parties to whom copies are to be sent.
(Continued on following pages)
(Page 1 of 15 Pages)
----------------
(1) The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which would
alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, SEE the
NOTES).
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CUSIP No. 890786106 13D Page 2 of 15 Pages
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================================================================================
1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
CRESCENDO PARTNERS II L.P., SERIES Y
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) /X/
(b) / /
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
WC
--------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) OR 2(e) / /
--------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
--------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY 2,547,700
OWNED BY -----------------------------------------------------------------
EACH 8 SHARED VOTING POWER
REPORTING
PERSON WITH - 0 -
-----------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
2,547,700
-----------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
- 0 -
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
2,547,700
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* / /
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.6%
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
PN
================================================================================
*SEE INSTRUCTIONS BEFORE FILLING OUT!
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CUSIP No. 890786106 13D Page 3 of 15 Pages
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================================================================================
1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
CRESCENDO INVESTMENTS II, LLC
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) /X/
(b) / /
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
OO
--------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) OR 2(e) / /
--------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
--------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY 2,547,700
OWNED BY -----------------------------------------------------------------
EACH 8 SHARED VOTING POWER
REPORTING
PERSON WITH - 0 -
-----------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
2,547,700
-----------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
- 0 -
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
2,547,700
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* / /
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.6%
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
OO
================================================================================
*SEE INSTRUCTIONS BEFORE FILLING OUT!
---------------------- ----------------------
CUSIP No. 890786106 13D Page 4 of 15 Pages
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================================================================================
1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
CRESCENDO ADVISORS LLC
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) /X/
(b) / /
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
WC
--------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) OR 2(e) / /
--------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
--------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY 100
OWNED BY -----------------------------------------------------------------
EACH 8 SHARED VOTING POWER
REPORTING
PERSON WITH - 0 -
-----------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
100
-----------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
- 0 -
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
100
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* / /
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Less than 1%
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
OO
================================================================================
*SEE INSTRUCTIONS BEFORE FILLING OUT!
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CUSIP No. 890786106 13D Page 5 of 15 Pages
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================================================================================
1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
ERIC ROSENFELD
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) /X/
(b) / /
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
PF, OO
--------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) OR 2(e) / /
--------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
USA
--------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY 2,547,900
OWNED BY -----------------------------------------------------------------
EACH 8 SHARED VOTING POWER
REPORTING
PERSON WITH - 0 -
-----------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
2,547,900
-----------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
- 0 -
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
2,547,900
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* / /
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.6%
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN
================================================================================
*SEE INSTRUCTIONS BEFORE FILLING OUT!
---------------------- ----------------------
CUSIP No. 890786106 13D Page 6 of 15 Pages
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================================================================================
1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
ARNAUD AJDLER
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) /X/
(b) / /
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
OO
--------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) OR 2(e) / /
--------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
USA
--------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY 2,301
OWNED BY -----------------------------------------------------------------
EACH 8 SHARED VOTING POWER
REPORTING
PERSON WITH - 0 -
-----------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
- 0 -
-----------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
- 0 -
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
2,301
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* / /
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Less than 1%
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN
================================================================================
*SEE INSTRUCTIONS BEFORE FILLING OUT!
---------------------- ----------------------
CUSIP No. 890786106 13D Page 7 of 15 Pages
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The following constitutes Amendment No. 4 ("Amendment No. 4") to
the Schedule 13D filed by the undersigned. This Amendment No. 4 amends the
Schedule 13D as specifically set forth.
Item 4 is hereby amended to add the following:
On March 6, 2007, Arnaud Ajdler, a director of the Issuer, delivered
a letter to the other members of the Board of Directors of the Issuer expressing
his belief that the transaction contemplated by the Agreement and Plan of
Merger, dated March 6, 2007 (the "Merger Agreement") that the Issuer entered
into with certain entities controlled by Michael D. Eisner and Madison Dearborn
Partners is not in the best interests of the Company's shareholders and does not
maximize shareholder value. The letter states Mr. Ajdler's beliefs that the
merger consideration is inadequate and that the process that led to the signing
of the Merger Agreement was flawed. Mr. Ajdler further states in the letter that
he and Crescendo Partners II intend to actively solicit votes and campaign
against the proposed transaction. A copy of the letter is attached hereto as
Exhibit 2 and is incorporated herein by reference.
The Reporting Persons intend to review their investment in the
Issuer on a continuing basis and may engage in discussions with management, the
Board of Directors, other shareholders of the Issuer and other relevant parties
concerning the transaction contemplated by the Merger Agreement (the "Proposed
Transaction") and potentially concerning other matters with respect to the
Reporting Persons' investment in the Shares, including, without limitation, the
business, operations, governance, management, strategy and future plans of the
Issuer. Depending on various factors, including, without limitation, the status
of the Proposed Transaction and the apparent level of shareholder support
therefor, the Issuer's financial position and strategic direction, the outcome
of any discussions referenced above, actions taken by the Board of Directors,
price levels of the Shares, other investment opportunities available to the
Reporting Persons, conditions in the securities market and general economic and
industry conditions, the Reporting Persons may in the future take such actions
with respect to their investment in the Issuer as they deem appropriate
including, without limitation, purchasing additional Shares, selling some or all
of their Shares, engaging in short selling of or any hedging or similar
transaction with respect to the Shares or changing their intention with respect
to any and all matters referred to in Item 4.
Item 5 is hereby amended and restated as follows:
(a) The aggregate percentage of Shares reported owned by each person
named herein is based upon 38,704,317 Shares outstanding, which is the total
number of Shares reported to be outstanding in the Issuer's Quarterly Report on
Form 10-Q, as filed with the Securities and Exchange Commission on January 4,
2007.
As of the close of business on March 5, 2007, Crescendo Partners II
beneficially owned 2,547,700 Shares, constituting approximately 6.6% of the
Shares outstanding. As the general partner of Crescendo Partners II, Crescendo
Investments II may be deemed to beneficially own the 2,547,700 Shares owned by
Crescendo Partners II, constituting approximately 6.6% of the Shares
outstanding. Crescendo Advisors beneficially owns 100 Shares, constituting less
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CUSIP No. 890786106 13D Page 8 of 15 Pages
---------------------- ----------------------
than 1% of the Shares outstanding. As the managing member of Crescendo
Investments II, which in turn is the general partner of Crescendo Partners II,
Mr. Rosenfeld may be deemed to beneficially own (i) the 2,547,700 Shares owned
by Crescendo Partners II, (ii) 100 Shares by virtue of his position as managing
member of Crescendo Advisors and (iii) 100 Shares held by Mr. Rosenfeld and Lisa
Rosenfeld JTWROS, constituting approximately 6.6% of the Shares outstanding. Mr.
Rosenfeld has sole voting and dispositive power with respect to the 2,547,700
Shares owned by Crescendo Partners II and the 100 Shares owned by Crescendo
Advisors by virtue of his authority to vote and dispose of such Shares.
Crescendo Investments II and Mr. Rosenfeld disclaim beneficial ownership of the
Shares held by Crescendo Partners II, except to the extent of their pecuniary
interest therein.
Mr. Ajdler is the beneficial owner of 2,301 Shares, which were
issued to Mr. Ajdler on August 25, 2006 by virtue of being elected as a director
of the Issuer. Such Shares are restricted until the 2007 annual meeting of
stockholders of the Issuer.
(b) By virtue of his position with Crescendo Investments II, Mr.
Rosenfeld has the sole power to vote and dispose of the Shares beneficially
owned by Crescendo Partners II reported in this Schedule 13D. By virtue of his
position with Crescendo Advisors, Mr. Rosenfeld has the sole power to vote and
dispose of the Shares beneficially owned by Crescendo Advisors reported in this
Schedule 13D.
Mr. Ajdler has sole voting power over the 2,301 Shares of restricted
stock granted by the Issuer to Mr. Ajdler on August 25, 2006, which Shares will
vest as of the date of the 2007 annual meeting of stockholders.
(c) There have been no transactions in the Shares by the Reporting
Persons since the filing of Amendment No. 3 to Schedule 13D.
(d) No person other than the Reporting Persons is known to have the
right to receive, or the power to direct the receipt of dividends from, or
proceeds from the sale of, the Shares.
(e) Not applicable.
Item 6 is hereby amended to add the following:
On March 6, 2007, Crescendo Partners II, Crescendo Investments II,
Crescendo Advisors, Eric Rosenfeld and Arnaud Ajdler entered into a Joint Filing
and Solicitation Agreement in which, among other things, the parties agreed to
the joint filing on behalf of each of them of statements on Schedule 13D with
respect to the securities of the Issuer. A copy of this agreement is attached
hereto as Exhibit 3 and is incorporated herein by reference.
Item 7 is hereby amended to add the following exhibits:
2. Letter from Arnaud Ajdler to the Members of the Board of
Directors of the Issuer, dated March 6, 2007.
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CUSIP No. 890786106 13D Page 9 of 15 Pages
---------------------- ----------------------
3. Joint Filing and Solicitation Agreement by and among Crescendo
Partners II, Crescendo Investments II, Crescendo Advisors, Eric
Rosenfeld and Arnaud Ajdler, dated March 6, 2007.
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CUSIP No. 890786106 13D Page 10 of 15 Pages
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SIGNATURES
----------
After reasonable inquiry and to the best of his knowledge and
belief, each of the undersigned certifies that the information set forth in this
statement is true, complete and correct.
Dated: March 6, 2007 CRESCENDO PARTNERS II, L.P., SERIES Y
By: Crescendo Investments II, LLC
General Partner
By: /s/ Eric Rosenfeld
----------------------------------
Name: Eric Rosenfeld
Title: Managing Member
CRESCENDO INVESTMENTS II, LLC
By: /s/ Eric Rosenfeld
----------------------------------
Name: Eric Rosenfeld
Title: Managing Member
CRESCENDO ADVISORS LLC
By: /s/ Eric Rosenfeld
----------------------------------
Name: Eric Rosenfeld
Title: Managing Member
/s/ Eric Rosenfeld
--------------------------------------
ERIC ROSENFELD
/s/ Arnaud Ajdler
--------------------------------------
ARNAUD AJDLER
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CUSIP No. 890786106 13D Page 11 of 15 Pages
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EXHIBIT INDEX
Exhibit Page
------- ----
1. Letter from Arnaud Ajdler to the Members of the Board
of Directors of the Issuer, dated March 6, 2007. 12
2. Joint Filing and Solicitation Agreement by and among
Crescendo Partners II, Crescendo Investments II,
Crescendo Advisors, Eric Rosenfeld and Arnaud Ajdler,
dated March 6, 2007. 13-15
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CUSIP No. 890786106 13D Page 12 of 15 Pages
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March 6, 2007
BY EMAIL AND FACSIMILE
----------------------
Board of Directors of The Topps Company, Inc.
c/o Ms. Holly K. Youngwood
Willkie Farr & Gallagher LLP
787 Seventh Avenue
New York, New York 10019
Dear Fellow Members of the Board:
I am writing to you to express my thoughts regarding the Agreement and Plan of
Merger, dated March 5, 2007 (the "Merger Agreement") that The Topps Company,
Inc. (the "Company") entered into with certain entities controlled by Michael D.
Eisner and Madison Dearborn Partners (the "Buyers"). I voted against the Merger
Agreement when it was submitted to a vote of the Company's Board of Directors
because I believe that the proposed buyout is not in the best interests of the
Company's shareholders and does not maximize shareholder value.
The merger consideration, in my belief, represents a discount to the fair value
of the Company and is inadequate. Furthermore, I believe that the process that
led to the signing of the Merger Agreement was flawed in that the Board of
Directors did not shop the Company and thus failed to maximize the competitive
dynamics of a sale transaction that would have garnered the highest price
available. Instead of selling the Company for a premium of approximately 3%(1),
the Board could have taken steps similar to those that are likely to be taken by
the private equity buyers of the Company. As I have suggested on numerous
occasions, the Company could return excess cash to shareholders, leverage its
balance sheet, strengthen management, cut costs more aggressively and continue
to grow the business for the benefit of the public shareholders.
As directors, we have fiduciary obligations to the Company and its shareholders
to ensure that the Company takes all appropriate steps to maximize shareholder
value. In accordance with my fiduciary duties as a director of Company, it is
incumbent upon me to take any actions that I believe are necessary to prevent
the consummation of a transaction that does not provide full and fair value to
the Company's shareholders.
Since the Board of Directors has decided to pursue this transaction over the
significant concerns which I have continually and repeatedly voiced to the
Board, I intend to actively solicit votes and campaign against the proposed
transaction. I will do this together with Crescendo Partners II, L.P., Series Y,
a large shareholder of the Company of which I am a Managing Director.
Very Truly Yours,
/s/ Arnaud Ajdler
Director
----------------
(1) Based on the average closing prices of the last 20 trading days
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CUSIP No. 890786106 13D Page 13 of 15 Pages
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JOINT FILING AND SOLICITATION AGREEMENT
WHEREAS, certain of the undersigned are stockholders, direct or
beneficial, of The Topps Company, Inc., a Delaware corporation (the
"Company");
WHEREAS, Crescendo Partners II, L.P., Series Y, a Delaware limited
partnership ("Crescendo Partners"), Crescendo Investments II, LLC, a Delaware
limited liability company, Eric Rosenfeld and Arnaud Ajdler wish to form a group
for the purpose of voting against and soliciting proxies against a proposed
merger involving the Company and certain entities controlled by Michael D.
Eisner and Madison Dearborn Partners (the "Proposed Merger") and taking any
other action necessary to achieve this.
NOW, IT IS AGREED, this 6th day of March 2007 by the parties hereto:
1. In accordance with Rule 13d-1(k)(1)(iii) under the Securities Exchange
Act of 1934, as amended (the "Exchange Act"), each of the undersigned
(collectively, the "Group") agrees to the joint filing on behalf of each of them
of statements on Schedule 13D with respect to the securities of the Company to
the extent required under applicable securities laws. Each of the undersigned
agrees to the joint filing of any necessary amendments to the Schedule 13D. Each
member of the Group shall be responsible for the accuracy and completeness of
his/its own disclosure therein, and is not responsible for the accuracy and
completeness of the information concerning the other members, unless such member
knows or has reason to know that such information is inaccurate.
2. Each of the undersigned agrees to form the Group for the purpose of
voting against and soliciting proxies against the Proposed Merger and taking all
other action necessary to achieve the foregoing.
3. The relationship of the parties hereto shall be limited to carrying on
the business of the Group in accordance with the terms of this Agreement. Such
relationship shall be construed and deemed to be for the sole and limited
purpose of carrying on such business as described herein. Nothing herein shall
be construed to authorize any party to act as an agent for any other party, or
to create a joint venture or partnership, or to constitute an indemnification.
Nothing herein shall restrict any party's right to purchase securities of the
Company, as he/it deems appropriate, in his/its sole discretion.
4. Crescendo Partners agrees to pay all expenses incurred by the Group in
connection with the solicitation.
5. This Agreement may be executed in counterparts, each of which shall be
deemed an original and all of which, taken together, shall constitute but one
and the same instrument, which may be sufficiently evidenced by one counterpart.
6. In the event of any dispute arising out of the provisions of this
Agreement, the parties hereto consent and submit to the exclusive jurisdiction
of the Federal and State Courts in the State of New York.
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CUSIP No. 890786106 13D Page 14 of 15 Pages
---------------------- ----------------------
7. Any party hereto may terminate his/its obligations under this Agreement
upon 24 hours' written notice to all other parties, with a copy by fax to Steven
Wolosky at Olshan, Fax No. (212) 451-2222.
8. Each party acknowledges that Olshan shall act as counsel for both the
Group and Crescendo Partners.
9. Each of the undersigned parties hereby agrees that this Agreement shall
be filed as an exhibit to the Schedule 13D pursuant to Rule 13d-1(k)(1)(iii)
under the Exchange Act.
[THE REST OF THIS PAGE HAS BEEN INTENTIONALLY LEFT BLANK]
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CUSIP No. 890786106 13D Page 15 of 15 Pages
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed as of the day and year first above written.
CRESCENDO PARTNERS II, L.P., SERIES Y
By: Crescendo Investments II, LLC
General Partner
By: /s/ Eric Rosenfeld
----------------------------------
Name: Eric Rosenfeld
Title: Managing Member
CRESCENDO INVESTMENTS II, LLC
By: /s/ Eric Rosenfeld
----------------------------------
Name: Eric Rosenfeld
Title: Managing Member
CRESCENDO ADVISORS LLC
By: /s/ Eric Rosenfeld
----------------------------------
Name: Eric Rosenfeld
Title: Managing Member
/s/ Eric Rosenfeld
--------------------------------------
ERIC ROSENFELD
/s/ Arnaud Ajdler
--------------------------------------
ARNAUD AJDLER