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 July 10, 2007, the New York Post published the following news
story:
DECK TOPPED
By ZACHERY KOUWE
July 10, 2007 -- Baseball card maker Topps pressed shareholders yesterday to
vote for a $385 million takeover by former Walt Disney Co. chief Michael Eisner
despite a higher tender offer launched by rival card maker Upper Deck.
The $10.75-per-share bid from Upper Deck has too many conditions and doesn't
have antitrust approval yet - making it risky for shareholders, Topps said in a
letter.
Eisner's Tornante Co. and private-equity firm Madison Dearborn Partners have an
existing deal to acquire Topps at $9.75 a share, but that has come under fire
from some of the company's largest investors who argue the price is too low.
Those shareholders, who also have representatives on the board, have launched a
proxy contest to unseat the other directors.
Some shareholders have also called into question the role of Topps board member
Stephen Greenberg, an investment banker at Allen & Co.
Greenberg used to work under Eisner at Disney and is said to be advising Madison
Dearborn chief John Canning on a possible bid for the Chicago Cubs, according to
a recent story in Fortune Magazine.
"We have been saying all along that the Topps board is rife with conflicts of
interest that have tainted the sale process and tilted the balance in favor of a
deal with Eisner and Madison Dearborn, even if it means less value for Topps'
stockholders," said Arnaud Ajdler of Crescendo Partners, which owns 6.6 percent
of Topps.
"If true, this is just another example of such a conflict of interest that
places a cloud over the ability of this board to render objective decisions."
Upper Deck has filed with regulators for fast-track antitrust approval, but a
decision won't come until July 17. Without approval, Eisner's offer could
prevail, sources said.
Upper Deck's tender offer expires on July 24.
Upper Deck had submitted a friendly offer to acquire Topps in April, but was
rejected by the company's board. It then sued and won a lawsuit against Topps to
get out of a confidentiality agreement that prevented it from launching a tender
offer.
Topps was then forced to postpone a shareholder meeting scheduled for June 28 to
vote on the Eisner deal.
Topps shares slipped 10 cents yesterday to $10.49 in Nasdaq trading.
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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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