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
/X/ Soliciting Material Under Rule 14a-12
THE TOPPS COMPANY, INC.
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(Name of Registrant as Specified in Its Charter)
CRESCENDO ADVISORS LLC
CRESCENDO PARTNERS II L.P., SERIES Y
CRESCENDO INVESTMENTS II, LLC
ERIC S. ROSENFELD
ARNAUD AJDLER
TIMOTHY E. BROG
JOHN J. JONES
MICHAEL APPEL
JEFFREY D. DUNN
CHARLES C. HUGGINS
THOMAS E. HYLAND
THOMAS B. MCGRATH
MICHAEL R. ROWE
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
Crescendo Advisors LLC ("Crescendo Advisors"), 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 for the election of a full slate of nominees as
directors at the 2007 annual meeting of stockholders (the "Annual Meeting") of
The Topps Company, Inc. ("Topps"). Crescendo Advisors has not yet filed a proxy
statement with the SEC with regard to the Annual Meeting.
Crescendo Partners II, L.P., Series Y has filed a definitive proxy
statement with the SEC in connection with the solicitation of proxies against a
proposed merger between Topps and a buyout group that includes Madison Deerborn
Partners, LLC and an investment firm controlled by Michael Eisner, which will be
voted on at a special meeting of the Company's stockholders.
Item 1: On May 30, 2007, Crescendo Advisors issued the following press
release:
FOR IMMEDIATE RELEASE
CRESCENDO ADVISORS DELIVERS NOTICE TO THE TOPPS COMPANY, INC. OF ITS
INTENTION TO NOMINATE A SLATE OF DIRECTORS FOR ELECTION TO TOPPS' BOARD AT
TOPPS' 2007 ANNUAL MEETING OF STOCKHOLDERS
NEW YORK, NY - MAY 30, 2007 - Crescendo Advisors LLC announced today that it
sent a letter dated May 29, 2007 to The Topps Company, Inc. (Nasdaq:TOPP),
serving notice of its intention to nominate a full slate of director nominees
for election to the Topps Board at Topps' 2007 annual meeting of stockholders.
Crescendo Advisors submitted the nomination letter at this time in order to
comply with Topps' advance notice bylaw requirements. According to Topps' merger
proxy statement, the deadline for stockholders to submit nominations for
directors in connection with Topps' 2007 annual meeting of stockholders is May
29, 2007.
"If the ill-advised merger with Michael Eisner is rejected by stockholders at
the special meeting scheduled for June 28, 2007, we will then seek to replace
the entire Topps Board with our slate of nominees," stated Eric Rosenfeld, the
managing member of Crescendo Advisors. "The broad expertise of our director
nominees positions our slate well to fix the Company's operations and capital
structure and to also undertake for the benefit of the Company's stockholders
many of the same value-enhancing activities that would likely be taken by the
private equity buyers."
"We have assembled a slate of highly qualified director nominees who
collectively have vast expertise in several areas, including entertainment,
confectionary, strategic turnarounds, marketing, brand management and sports
management, and who, if elected, are committed to taking all actions necessary
to improve the Company's business operations and to maximize stockholder value,"
stated Arnaud Ajdler, a managing director of Crescendo Partners.
Crescendo Advisors' slate of director nominees includes:
MICHAEL R. ROWE (AGE 57) has been President and CEO of Positive
Impact, a sports and entertainment management consulting firm, since 1998. A
franchise member of the National Basketball Association, Mr. Rowe was President,
Chief Operating Officer and part owner of the New Jersey Nets professional
basketball franchise from 1995 to 2000, where he was in charge of both business
and basketball operations. Mr. Rowe served as a director of Lakeview Financial
Corp., a New Jersey-based savings and loan holding company, from 1987 until its
sale to Dime Bancorp, Inc. in 1999. Mr. Rowe received his BA from Seton Hall
University in 1971 and a Master of Arts, Public Administration from Rider
University in 1978.
THOMAS B. MCGRATH (AGE 52) has been Senior Managing Director of
Crossroads Media, Inc., a specialized financial advisory firm for the
entertainment and media business since 2005. From 1994 to 2005, he was Executive
Vice President of Viacom Entertainment Group, comprised of Paramount Pictures,
Paramount Television (including Viacom Productions and Spelling Productions),
Viacom's motion picture theater operations and Simon and Shuster book
publishers. Mr. McGrath was formerly President of Time Warner International
Broadcasting and Senior Vice President, New Business Development at Time
Warner's Home Box Office unit. Before that, Mr. McGrath served as President and
Chief Operating Officer of Norman Lear's Act III Communications. Mr. McGrath
began his career in entertainment at Columbia Pictures Industries, Inc., where
he led the formation of TriStar Pictures, a partnership of Columbia, HBO and
CBS. Mr. McGrath received his AB from Harvard University in 1976 and his MBA
from the Harvard Business School in 1980.
CHARLES C. HUGGINS (AGE 49) has been President and Owner of Sterling
Confections LLC, and has been President of C. Huggins & Assoc. since 2005,
owning and providing consulting and turnaround services to confectionary
companies. From 2002 through January 2005, Mr. Huggins was President and CEO of
Joseph Schmidt Confections. Prior to that, Mr. Huggins spent over 20 years at
See's Candies, Inc., starting as Wholesale Fulfillment Manager and Real Estate
Manager, moving to Director of Store Construction, and finally as General
Manager and Director of Purchasing. He received his B.S. in Business
Administration from Menlo College, his JD from the John F. Kennedy School of Law
and his Graduate Certificate in Business from Stanford University.
JEFFREY D. DUNN (AGE 52) was Chief Operating Officer of Nickelodeon
Networks and President of Nickelodeon Enterprises from July 1994 through October
2006, where he oversaw all of Nickelodeon's non-TV businesses, including
licensing and merchandising, movie, online, publishing, live theatrical, hotel
and theme park operations. Mr. Dunn graduated from Harvard College and received
his MBA from the Harvard Business School.
MICHAEL C. APPEL (AGE 57) is Managing Director of Quest Turnaround
Advisors, a firm that provides turnaround and crisis management services to
Boards of Directors, management, creditors and shareholders of companies
experiencing financial and operational difficulties, and has been with that firm
since 1991. Mr. Appel graduated from Brandeis University (Phi Beta Kappa) and
from the Harvard Business School (MBA with Distinction). He serves on the boards
of LMR Holdings Inc, and Mattress Discounters.
THOMAS E. HYLAND (AGE 62) retired from PricewaterhouseCoopers, LLP
("PWC") in 2005 as Senior Partner. Mr. Hyland had over 30 years experience at
PWC and at Coopers & Lybrand, where he had been Chairman of the Entertainment &
Media Group, which provided a broad range of audit and consulting services to
multinational clients in the Entertainment & Media industry, among them Dow
Jones & Company, CBS, Universal Music, Major League Baseball Productions,
Columbia Pictures Television, and Comedy Central. Since his retirement from PWC,
Mr. Hyland has been a Director of Boardwalk Pipeline Partners MLP ("Boardwalk"),
a master limited partnership engaged in the interstate transportation and
storage of natural gas, serving as Chair of Boardwalk's Audit Committee. Mr.
Hyland also serves on the AICPA/PCAOB/SEC Task Force for Simplification of
Sarbanes-Oxley.
ERIC S. ROSENFELD (AGE 49) has been the president and chief
executive officer of Crescendo Partners L.P., a New York-based investment firm,
since its formation in November 1998. He has also been the managing member of
Crescendo Advisors. Mr. Rosenfeld is currently Chairman of CPI Aerostructures,
Computer Horizons and Rhapsody Acquisition Corp., and a director of Hill
International and Emergis Inc. Mr. Rosenfeld was formerly the Chairman of the
board of Spar Aerospace and a director of AD OPT Technologies, Pivotal
Corporation, Geac Computer Corp., and Sierra Systems Group. From its inception
in April 2004 until June 2006, Mr. Rosenfeld was the chairman of the board,
chief executive officer and president of Arpeggio Acquisition Corporation, an
OTC Bulletin Board-listed blank check company formed to effect a merger, capital
stock exchange, asset acquisition or other similar business combination with an
operating business. Arpeggio Acquisition Corporation completed its business
combination with Hill International, Inc. in June 2006 and since such time Mr.
Rosenfeld has served as a director of the surviving company. Prior to forming
Crescendo Partners, Mr. Rosenfeld had been managing director at CIBC Oppenheimer
and its predecessor company Oppenheimer & Co., Inc. since 1985. Mr. Rosenfeld
received an A.B. in economics from Brown University and an M.B.A. from the
Harvard Business School.
ARNAUD AJDLER (AGE 31) is currently a director of Topps. Mr. Ajdler
has been a Managing Director of Crescendo Partners since December 2005. Since
its inception in June 2006, Mr. Ajdler has served as a director and the
Secretary of Rhapsody Rhapsody Acquisition Corp. He has also served as the Chief
Financial Officer, a member of the Board of Directors and the Secretary of
Arpeggio Acquisition Corporation since June 2004. Arpeggio completed its
business combination with Hill International, Inc. in June 2006 and since such
time Mr. Ajdler has served as a director of the surviving company. Since October
2005, Mr. Ajdler has also been assistant to the Chairman of the Board and a
Board observer to Computer Horizons Corp., a NASDAQ listed company. Mr. Ajdler
received a B.S. in engineering from the Free University of Brussels, Belgium, an
S.M. in Aeronautics from the Massachusetts Institute of Technology and an M.B.A
from the Harvard Business School.
TIMOTHY E. BROG (AGE 42) is currently a director of Topps. Mr. Brog
has been the President of Pembridge Capital Management LLC and the Portfolio
Manager of Pembridge Value Opportunity Fund since 2004. Mr. Brog has been a
Managing Director of The Edward Andrews Group Inc., a boutique investment bank
since 1996. From 1989 to 1995, Mr. Brog was a corporate finance and mergers and
acquisition associate of the law firm Skadden, Arps, Slate, Meagher & Flom LLP.
Mr. Brog received a Juris Doctorate from Fordham University School of Law in
1989 and a BA from Tufts University in 1986.
JOHN J. JONES (AGE 40) is currently a director of Topps. Mr. Jones
has been a senior executive and general counsel for several high profile public
companies for over a decade, and is presently engaged in the private practice of
law in New York. Mr. Jones is co-founder, a member of the Board of Directors,
and general counsel of Imaging Advantage LLC, a startup teleradiology company.
During 2006, Mr. Jones was also a senior advisor and lobbyist for Trump
Entertainment Resorts. Mr. Jones was Senior Vice President, General Counsel and
Corporate Secretary for Argosy Gaming Company from January 2004 to the sale of
Argosy in October 2005. Mr. Jones started his legal career as an attorney with
the law firm Skadden, Arps, Meagher & Flom in New York City. Mr. Jones received
his undergraduate degree from Cornell University in 1988 and received a Juris
Doctorate from Boston University School of Law in 1991.
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CERTAIN INFORMATION CONCERNING THE PARTICIPANTS
The Committee to Enhance Topps (the "Committee"), together with the other
participants named below, has made a definitive 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 "Merger Proxy Solicitation").
Crescendo Advisors ("Crescendo Advisors"), together with the other participants
named below, intends to make 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 for the election of its nominees at the 2007 annual
meeting of stockholders of Topps (the "Annual Meeting Proxy Solicitation").
THE COMMITTEE AND CRESCENDO ADVISORS ADVISE ALL STOCKHOLDERS OF THE COMPANY TO
READ THE PROXY STATEMENT AND OTHER PROXY MATERIALS IN CONNECTION WITH EACH OF
THE MERGER PROXY SOLICITATION AND THE ANNUAL MEETING PROXY SOLICITATION 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 SOLICITATIONS
WILL PROVIDE COPIES OF THE PROXY STATEMENT WITHOUT CHARGE UPON REQUEST. REQUESTS
FOR COPIES SHOULD BE DIRECTED TO THE PARTICIPANTS' PROXY SOLICITOR, DF KING &
CO., INC. AT ITS TOLL-FREE NUMBER: (800) 628-8532.
The participants in the Merger Proxy Solicitation are Crescendo Advisors LLC, a
Delaware limited liability company ("Crescendo Advisors"), Crescendo Partners
II, L.P., Series Y, a Delaware limited partnership ("Crescendo Partners"),
Crescendo Investments II, LLC, a Delaware limited liability company ("Crescendo
Investments"), Eric Rosenfeld, Arnaud Ajdler and The Committee to Enhance Topps
(the "Merger Proxy Solicitation Participants").
The participants in the Annual Meeting Proxy Solicitation include the Merger
Proxy Solicitation Participants, together with Timothy E. Brog, John J. Jones,
Michael Appel, Jeffrey D. Dunn, Charles C. Huggins, Thomas E. Hyland, Thomas B.
McGrath and Michael R. Rowe (the "Annual Meeting Proxy Solicitation
Participants"). Together, the Merger Proxy Solicitation Participants and the
Annual Meeting Proxy Solicitation Participants are referred to herein as the
"Participants."
Crescendo Advisors beneficially owns 100 shares of common stock of the Company.
Crescendo Partners beneficially owns 2,547,700 shares of common stock of the
Company. As the general partner of Crescendo Partners, Crescendo Investments may
be deemed to beneficially own the 2,547,700 shares of the Company beneficially
owned by Crescendo Partners. 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 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.
Timothy E. Brog beneficially owns 437,567 shares of common stock of the Company,
John J. Jones owns 2,301 shares of common stock of the Company, and none of
Michael Appel, Jeffrey D. Dunn, Charles C. Huggins, Thomas E. Hyland, Thomas B.
McGrath and Michael R. Rowe beneficially own any shares of common stock of the
Company.
FOR ADDITIONAL INFORMATION PLEASE CONTACT:
D.F. King & Co., Inc.
(800) 628-8532
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