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)
CRESCENDO ADVISORS LLC
CRESCENDO PARTNERS II L.P., SERIES Y
CRESCENDO INVESTMENTS II, LLC
ERIC S. 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
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 The Topps Company, Inc. ("Topps") 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 special meeting of the Company's
stockholders.
Item 1: On June 4, 2007, Crescendo Advisors issued the following
press release:
FOR IMMEDIATE RELEASE
ARNAUD AJDLER DELIVERS LETTER TO THE TOPPS BOARD OF DIRECTORS
RESPONDS TO FALSE AND MISLEADING STATEMENTS MADE BY THE COMPANY
NEW YORK, NY - JUNE 4, 2007 - The Committee to Enhance Topps announced today
that Arnaud Ajdler has delivered a letter to the Board of Directors of The Topps
Company, Inc. (Nasdaq:TOPP) in response to certain false and misleading
statements included in a letter from Arthur Shorin, Topps' Chairman and CEO, to
Mr. Ajdler dated May 31, 2007.
The full text of the letter follows:
June 4, 2007
BY EMAIL AND FACSIMILE
Board of Directors of The Topps Company, Inc.
c/o Mr. Steven Gartner
Willkie Farr & Gallagher LLP
787 Seventh Avenue
New York, New York 10019
Dear Fellow Members of the Board:
In your May 31, 2007, letter, you indicate that the ad hoc committee (of
which I am a member) approved the retention of Willkie Farr & Gallagher LLP
("Willkie Farr"), and you therefore wonder how I can question the independence
of the law firm in light of its connection with one of our directors (Mr.
Nusbaum is the Chairman of Willkie Farr). I have reviewed the detailed minutes
of the ad hoc committee meetings and did not come across any mention of the
approval of Willkie Farr by the ad hoc committee. The reason, of course, is
because the ad hoc committee never approved the retention of Mr. Nusbaum's law
firm. I FIND IT PARTICULARLY IRONIC THAT THE BOARD USES A FALSE STATEMENT IN
ORDER TO ATTEMPT TO DEMONSTRATE MY ALLEGED "DUPLICITY". In any case, you prefer
not to address the real issues I raise. For your information, in another proxy
contest involving infoUSA Inc., Glass Lewis, a proxy advisory firm, just
recommended that stockholders withhold votes for an incumbent director because
he is also a partner at a law firm which received more than $1 million from
infoUSA for legal services. Glass Lewis stated in its report: "WE VIEW SUCH
RELATIONSHIPS AS POTENTIALLY CREATING CONFLICTS FOR DIRECTORS, AS THEY MAY BE
FORCED TO WEIGH THEIR OWN INTERESTS IN RELATION TO SHAREHOLDER INTERESTS WHEN
MAKING BOARD DECISIONS."
Finally, in your communications, you like to repeat that Crescendo wants
to take over Topps without paying stockholders for their shares. ONCE AGAIN, YOU
ARE MISLEADING YOUR STOCKHOLDERS. When a buyer wants to take a company private,
as Mr. Eisner and Madison Dearborn are attempting to do, the buyer pays
stockholders a premium for their shares. While this premium is typically 20 to
30%, you have approved a transaction that would pay stockholders a meager 3%
premium and a significant discount to where the shares are currently trading. As
you well know, Crescendo is NOT trying to take the Company private. If the
ill-advised Eisner merger is voted down, Crescendo will ask its fellow
stockholders, the true owners of Topps, to replace seven of the incumbent
directors on the Board with a new slate. This well-qualified slate is committed
to taking all necessary actions to improve the company's capital structure and
operations for the benefit of ALL the stockholders. As detailed in our proxy
statement, we believe that the Company could be worth conservatively between $16
and $18 per share if managed properly. The concept that Crescendo is trying to
take over Topps without paying stockholders for their shares is simply ludicrous
and irrelevant since the Company would remain public and since any actions that
the new slate would take to maximize stockholder value would benefit all of the
Company's stockholders, not just Crescendo.
Regards,
/s/ Arnaud Ajdler
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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, D.F. 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 133,425 shares of common stock of the Company,
John J. Jones beneficially 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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