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
MICHAEL APPEL
TIMOTHY E. BROG
JEFFREY D. DUNN
CHARLES C. HUGGINS
THOMAS E. HYLAND
JOHN J. JONES
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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/_/ 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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(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 30, 2007, Crescendo Partners issued the following press
release:
FOR IMMEDIATE RELEASE
CRESCENDO PARTNERS DELIVERS LETTER TO THE TOPPS BOARD OF DIRECTORS
REQUESTS COMPANY COMPLY WITH DELAWARE LAW AND HOLD A MEETING FOR ELECTING
DIRECTORS ON OR BEFORE SEPTEMBER 25, 2007 DEADLINE
NEW YORK, July 30 /PRNewswire/ -- Crescendo Partners II, L.P., Series Y
("Crescendo Partners") announced today that it has delivered a letter to the
Board of Directors of The Topps Company, Inc. (Nasdaq: TOPP) expressing its
concern that the so-called Executive Committee of the Topps Board does not have
any intention of holding its 2007 annual meeting in a timely fashion in
accordance with Section 211 of the Delaware General Corporation Law and
requesting that the Company hold a meeting for electing directors on or before
September 25, 2007.
The full text of the letter follows:
July 30, 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 Members of the Topps Board:
As you know, Crescendo Partners II, L.P., Series Y ("Crescendo Partners"),
the largest stockholder of The Topps Company, Inc. (the "Company"), is
soliciting proxies against the ill-advised Eisner merger because we believe the
price is inadequate and the sale process was flawed. Crescendo Partners is also
seeking to replace the existing Topps Board at the Company's next annual
meeting. To that end, Crescendo Advisors LLC has duly nominated a slate of
highly qualified business executives who, if elected, would replace senior
management and conduct a modified "Dutch Auction" tender offer in order to fix
the Company's capital structure. Crescendo Partners believes that Topps' shares
could be worth an enterprise value (net of debt) between $16 and $18 per share
in two years, not taking into account an M&A premium that could yield a higher
valuation. We are writing to you because we are becoming increasingly concerned
that the so-called Executive Committee of the Topps Board does not have any
intention of holding its 2007 annual meeting in a timely fashion in accordance
with Section 211 of the Delaware General Corporation Law ("Section 211").
We note that historically The Topps Company, Inc. (the "Company") has held
its annual meeting on or around July 1st. Last year, the Company originally
scheduled its contested annual meeting for June 28, 2006. The meeting was
adjourned and ultimately held on August 25, 2006 due to special circumstances.
Under Section 211, it is incumbent upon the Topps Board to schedule the
Company's 2007 annual meeting to be held on a date that is within 13 months from
the date of its last annual meeting at which directors were elected, or no later
than September 25, 2007. The Company has neither publicly announced nor
otherwise scheduled a date for its 2007 annual meeting.
The Company has also yet to announce a date for the special meeting
originally scheduled to be held on June 28, 2007 to vote upon the proposal to
approve the definitive merger agreement (the "Eisner Merger") by and among the
Company, The Tornante Company LLC and Madison Dearborn Partners, LLC (the
"Special Meeting"), which was initially delayed by the order of Vice Chancellor
Strine after he found certain material omissions and other materially misleading
statements in the proxy statement filed by the Company. At this point, we do not
expect the Special Meeting to take place until late August or early September.
We hereby request that you include the election of directors as an agenda
item in connection with the Special Meeting. The election of directors would be
voted on by the Company's stockholders at the Special Meeting in the event that
the Eisner Merger is not approved. If, however, you now have reason to believe
or it appears that the Special Meeting will be delayed beyond September 25,
2007, the 13-month anniversary of the conclusion of last year's annual meeting,
we request that you take immediate action to schedule the Company's 2007 annual
meeting to be held on a date no later than September 25, 2007. If the so-called
Executive Committee of the Topps Board does not schedule a vote for the purpose
of electing directors at an annual or special meeting held on or before
September 25, 2007, we intend to promptly apply after the 13-month anniversary
to the Delaware Court of Chancery to order an annual meeting to be held.
After enjoining the Special Meeting and concluding that the Company's
proxy statement is misleading to the Company's stockholders, we cannot imagine
Vice Chancellor Strine would be too pleased to learn once again that the Company
has failed to comply with Delaware law.
Very truly yours,
/s/ Eric Rosenfeld
President and CEO
Crescendo Partners
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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Source: Crescendo Partners II, L.P.
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