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
/_/ Definitive Additional Materials
/X/ Soliciting Material Under Rule 14a-12
THE TOPPS COMPANY, INC.
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(Name of Registrant as Specified in Its Charter)
CRESCENDO PARTNERS II L.P., SERIES Y
CRESCENDO INVESTMENTS II, LLC
CRESCENDO ADVISORS LLC
ERIC ROSENFELD
ARNAUD AJDLER
THE COMMITTEE TO ENHANCE TOPPS
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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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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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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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(3) Filing Party:
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(4) Date Filed:
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The Committee to Enhance Topps ("the Committee"), together with the other
participants named herein, is filing materials contained in this Schedule 14A
with the Securities and Exchange Commission ("SEC") in connection with the
solicitation of proxies against a proposed merger between The Topps Company,
Inc. (the "Company") and a buyout group that includes Madison Dearborn Partners,
LLC and an investment firm controlled by Michael Eisner, which will be voted on
at a meeting of the Company's stockholders (the "Stockholders Meeting"). On
April 26, 2007, the Committee filed a proxy statement with the SEC with regard
to the Stockholders Meeting.
Item 1: On April 30, 2007, the New York Post published the following news
story:
TOPPS STACKED THE DECK: SHAREHOLDERS
BY ZACHERY KOUWE
April 30, 2007 -- Shareholders of iconic baseball card maker Topps are upset
over unusual negotiations the company had with Michael Eisner before it reached
a $385 million buyout deal with the former Disney boss.
Eisner's Tornante Co. and buyout firm Madison Dearborn Partners struck a deal to
buy Topps last month for $9.75 a share. The deal came after a bitter proxy fight
with hedge funds Crescendo Partners and Permbridge Capital last year.
Two of Topps' directors, including Arnaud Ajdler of Crescendo, voted against the
deal and continue to believe it shortchanges the company's investors.
At issue are statements made to Eisner by Topps board member Stephen Greenberg
and public statements made to shareholders by Topps chief Arthur Shorin.
Eisner discussed a potential takeover of Topps with Greenberg at Allen & Co.'s
media-mogul confab in Sun Valley, Idaho, around July 16 of last year. Greenberg,
who is also an investment banker at Allen & Co. and who used to work for Disney,
told Eisner that Topps wouldn't discuss a sale until the proxy fight was over,
according to public documents.
Despite Greenberg's rejection, Topps signed a confidentiality agreement with
Madison Dearborn the next day allowing the firm to begin buyout negotiations,
according to Topps' recent proxy filing. A week later, Topps allowed Eisner in
the door as well.
At the same time, Topps was in advanced negotiations with two other
private-equity firms, according to the proxy. Topps had signed confidentiality
agreements with the two firms, referred to in June as "Bidder A and Bidder B."
What's more, some angry shareholders have complained that Shorin misled them
during last year's proxy fight. On July 24, the same day Topps signed the
confidentiality agreement with Eisner, Shorin sent a letter to shareholders
claiming a sale was not in the company's best interest.
"We are convinced that attempting a 'quick fix' sale of the company at this time
will lead to a poor result - inadequate offers, a harmful waste of time and a
disrupted Topps organization - when a focus on operations is needed most,"
Shorin said at the time.
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Topps claims the dissenting directors are trying to gain control of the company
without paying stockholders and Shorin's letter is consistent with the company's
decision not to conduct a public-auction process. Last week, Crescendo, which
owns over 6 percent of Topps, formally asked the company's shareholders to vote
against the deal with Eisner, support a plan to buy back company stock at
between $10 and $10.50 a share and replace Shorin.
Topps shares closed down 1 cent on Friday to $9.99.
CERTAIN INFORMATION CONCERNING THE PARTICIPANTS
The Committee to Enhance Topps (the "Committee"), together with the other
participants named herein, has made a preliminary filing with the Securities and
Exchange Commission ("SEC") of a proxy statement and an accompanying proxy card
to be used to solicit votes in connection with the solicitation of proxies
against a proposed merger between The Topps Company, Inc. (the "Company") and a
buyout group that includes Madison Dearborn Partners, LLC and an investment firm
controlled by Michael Eisner, which will be voted on at a meeting of the
Company's stockholders.
THE COMMITTEE ADVISES ALL STOCKHOLDERS OF THE COMPANY TO READ THE PROXY
STATEMENT AND OTHER PROXY MATERIALS AS THEY BECOME AVAILABLE BECAUSE THEY WILL
CONTAIN IMPORTANT INFORMATION. SUCH PROXY MATERIALS WILL BE AVAILABLE AT NO
CHARGE ON THE SEC'S WEB SITE AT HTTP://WWW.SEC.GOV. IN ADDITION, THE
PARTICIPANTS IN THE PROXY SOLICITATION WILL PROVIDE COPIES OF THE PROXY
STATEMENT WITHOUT CHARGE UPON REQUEST. REQUESTS FOR COPIES SHOULD BE DIRECTED TO
THE PARTICIPANTS' PROXY SOLICITOR, D.F. KING & CO., INC., BY CALLING (800)
628-8532.
The participants in the proxy solicitation are Crescendo Partners II,
L.P., Series Y, a Delaware limited partnership ("Crescendo Partners II"),
Crescendo Investments II, LLC, a Delaware limited liability company ("Crescendo
Investments II"), Crescendo Advisors LLC, a Delaware limited liability company
("Crescendo Advisors"), Eric Rosenfeld, Arnaud Ajdler and The Committee to
Enhance Topps (the "Participants").
Crescendo Partners II beneficially owns 2,547,700 shares of Common Stock
of the Company. As the general partner of Crescendo Partners II, Crescendo
Investments II may be deemed to beneficially own the 2,547,700 shares of the
Company beneficially owned by Crescendo Partners II. Crescendo Advisors
beneficially owns 100 shares of the Company. Eric Rosenfeld may be deemed to
beneficially own 2,547,900 shares of the Company, consisting of 100 shares held
by Eric Rosenfeld and Lisa Rosenfeld JTWROS, 2,547,700 shares Mr. Rosenfeld may
be deemed to beneficially own by virtue of his position as managing member of
Crescendo Investments II and 100 shares Mr. Rosenfeld may be deemed to
beneficially own by virtue of his position as managing member of Crescendo
Advisors.
Mr. Ajdler beneficially owns 2,301 shares of the Company.
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