SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
--------------
SCHEDULE 13D
(RULE 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13d-2(a)
(Amendment No. 8)(1)
The Topps Company, Inc.
-----------------------
(Name of Issuer)
Common Stock, $.01 Par Value
----------------------------
(Title of Class of Securities)
890786106
---------
(CUSIP Number)
STEVEN WOLOSKY, ESQ.
OLSHAN GRUNDMAN FROME ROSENZWEIG & WOLOSKY LLP
Park Avenue Tower
65 East 55th Street
New York, New York10022
(212) 451-2300
--------------
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
May 29, 2007
------------
(Date of Event Which Requires Filing of This Statement)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition that is the subject of this Schedule 13D, and is filing
this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the
following box / /.
NOTE. Schedules filed in paper format shall include a signed original and
five copies of the schedule, including all exhibits. SEE Rule 13d-7 for other
parties to whom copies are to be sent.
(Continued on following pages)
(Page 1 of 56 Pages)
----------------
(1) The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which would
alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, SEE the
NOTES).
---------------------- ----------------------
CUSIP No. 890786106 13D Page 2 of 56 Pages
---------------------- ----------------------
================================================================================
1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
CRESCENDO PARTNERS II L.P., SERIES Y
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) /X/
(b) / /
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
WC
--------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) OR 2(e) / /
--------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
--------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY 2,547,700
OWNED BY -----------------------------------------------------------------
EACH 8 SHARED VOTING POWER
REPORTING
PERSON WITH - 0 -
-----------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
2,547,700
-----------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
- 0 -
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
2,547,700
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* / /
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.6%
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
PN
================================================================================
*SEE INSTRUCTIONS BEFORE FILLING OUT!
---------------------- ----------------------
CUSIP No. 890786106 13D Page 3 of 56 Pages
---------------------- ----------------------
================================================================================
1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
CRESCENDO INVESTMENTS II, LLC
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) /X/
(b) / /
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
OO
--------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) OR 2(e) / /
--------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
--------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY 2,547,700
OWNED BY -----------------------------------------------------------------
EACH 8 SHARED VOTING POWER
REPORTING
PERSON WITH - 0 -
-----------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
2,547,700
-----------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
- 0 -
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
2,547,700
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* / /
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.6%
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
OO
================================================================================
*SEE INSTRUCTIONS BEFORE FILLING OUT!
---------------------- ----------------------
CUSIP No. 890786106 13D Page 4 of 56 Pages
---------------------- ----------------------
================================================================================
1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
CRESCENDO ADVISORS LLC
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) /X/
(b) / /
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
WC
--------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) OR 2(e) / /
--------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
--------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY 100
OWNED BY -----------------------------------------------------------------
EACH 8 SHARED VOTING POWER
REPORTING
PERSON WITH - 0 -
-----------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
100
-----------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
- 0 -
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
100
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* / /
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Less than 1%
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
OO
================================================================================
*SEE INSTRUCTIONS BEFORE FILLING OUT!
---------------------- ----------------------
CUSIP No. 890786106 13D Page 5 of 56 Pages
---------------------- ----------------------
================================================================================
1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
ERIC ROSENFELD
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) /X/
(b) / /
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
PF, OO
--------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) OR 2(e) / /
--------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
USA
--------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY 2,547,900
OWNED BY -----------------------------------------------------------------
EACH 8 SHARED VOTING POWER
REPORTING
PERSON WITH - 0 -
-----------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
2,547,900
-----------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
- 0 -
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
2,547,900
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* / /
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.6%
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN
================================================================================
*SEE INSTRUCTIONS BEFORE FILLING OUT!
---------------------- ----------------------
CUSIP No. 890786106 13D Page 6 of 56 Pages
---------------------- ----------------------
================================================================================
1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
ARNAUD AJDLER
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) /X/
(b) / /
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
OO
--------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) OR 2(e) / /
--------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
USA
--------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY 2,301
OWNED BY -----------------------------------------------------------------
EACH 8 SHARED VOTING POWER
REPORTING
PERSON WITH - 0 -
-----------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
- 0 -
-----------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
- 0 -
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
2,301
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* / /
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Less than 1%
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN
================================================================================
*SEE INSTRUCTIONS BEFORE FILLING OUT!
---------------------- ----------------------
CUSIP No. 890786106 13D Page 7 of 56 Pages
---------------------- ----------------------
================================================================================
1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
THE COMMITTEE TO ENHANCE TOPPS
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) /X/
(b) / /
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
OO
--------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) OR 2(e) / /
--------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
N/A
--------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY 2,550,201
OWNED BY -----------------------------------------------------------------
EACH 8 SHARED VOTING POWER
REPORTING
PERSON WITH - 0 -
-----------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
2,547,900
-----------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
- 0 -
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
2,550,201
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* / /
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.6%
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
OO
================================================================================
*SEE INSTRUCTIONS BEFORE FILLING OUT!
---------------------- ----------------------
CUSIP No. 890786106 13D Page 8 of 56 Pages
---------------------- ----------------------
================================================================================
1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
TIMOTHY E. BROG
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) /X/
(b) / /
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
PF, OO
--------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) OR 2(e) / /
--------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
USA
--------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY 133,425
OWNED BY -----------------------------------------------------------------
EACH 8 SHARED VOTING POWER
REPORTING
PERSON WITH - 0 -
-----------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
131,124
-----------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
- 0 -
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
133,425
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* / /
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
less than 1%
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN
================================================================================
*SEE INSTRUCTIONS BEFORE FILLING OUT!
---------------------- ----------------------
CUSIP No. 890786106 13D Page 9 of 56 Pages
---------------------- ----------------------
================================================================================
1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
JOHN J. JONES
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) /X/
(b) / /
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
OO
--------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) OR 2(e) / /
--------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
USA
--------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY 2,301
OWNED BY -----------------------------------------------------------------
EACH 8 SHARED VOTING POWER
REPORTING
PERSON WITH - 0 -
-----------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
- 0 -
-----------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
- 0 -
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
2,301
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* / /
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Less than 1%
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN
================================================================================
*SEE INSTRUCTIONS BEFORE FILLING OUT!
---------------------- ----------------------
CUSIP No. 890786106 13D Page 10 of 56 Pages
---------------------- ----------------------
================================================================================
1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
MICHAEL APPEL
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) /X/
(b) / /
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
--------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) OR 2(e) / /
--------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
USA
--------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY - 0 -
OWNED BY -----------------------------------------------------------------
EACH 8 SHARED VOTING POWER
REPORTING
PERSON WITH - 0 -
-----------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
- 0 -
-----------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
- 0 -
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
- 0 -
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* / /
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0%
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN
================================================================================
*SEE INSTRUCTIONS BEFORE FILLING OUT!
---------------------- ----------------------
CUSIP No. 890786106 13D Page 11 of 56 Pages
---------------------- ----------------------
================================================================================
1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
JEFFREY D. DUNN
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) /X/
(b) / /
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
--------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) OR 2(e) / /
--------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
USA
--------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY - 0 -
OWNED BY -----------------------------------------------------------------
EACH 8 SHARED VOTING POWER
REPORTING
PERSON WITH - 0 -
-----------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
- 0 -
-----------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
- 0 -
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
- 0 -
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* / /
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0%
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN
================================================================================
*SEE INSTRUCTIONS BEFORE FILLING OUT!
---------------------- ----------------------
CUSIP No. 890786106 13D Page 12 of 56 Pages
---------------------- ----------------------
================================================================================
1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
CHARLES C. HUGGINS
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) /X/
(b) / /
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
--------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) OR 2(e) / /
--------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
USA
--------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY - 0 -
OWNED BY -----------------------------------------------------------------
EACH 8 SHARED VOTING POWER
REPORTING
PERSON WITH - 0 -
-----------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
- 0 -
-----------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
- 0 -
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
- 0 -
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* / /
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0%
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN
================================================================================
*SEE INSTRUCTIONS BEFORE FILLING OUT!
---------------------- ----------------------
CUSIP No. 890786106 13D Page 13 of 56 Pages
---------------------- ----------------------
================================================================================
1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
THOMAS E. HYLAND
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) /X/
(b) / /
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
--------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) OR 2(e) / /
--------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
USA
--------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY - 0 -
OWNED BY -----------------------------------------------------------------
EACH 8 SHARED VOTING POWER
REPORTING
PERSON WITH - 0 -
-----------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
- 0 -
-----------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
- 0 -
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
- 0 -
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* / /
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0%
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN
================================================================================
*SEE INSTRUCTIONS BEFORE FILLING OUT!
---------------------- ----------------------
CUSIP No. 890786106 13D Page 14 of 56 Pages
---------------------- ----------------------
================================================================================
1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
THOMAS B. MCGRATH
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) /X/
(b) / /
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
--------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) OR 2(e) / /
--------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
USA
--------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY - 0 -
OWNED BY -----------------------------------------------------------------
EACH 8 SHARED VOTING POWER
REPORTING
PERSON WITH - 0 -
-----------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
- 0 -
-----------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
- 0 -
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
- 0 -
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* / /
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0%
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN
================================================================================
*SEE INSTRUCTIONS BEFORE FILLING OUT!
---------------------- ----------------------
CUSIP No. 890786106 13D Page 15 of 56 Pages
---------------------- ----------------------
================================================================================
1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
MICHAEL R. ROWE
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) /X/
(b) / /
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
--------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) OR 2(e) / /
--------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
USA
--------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY - 0 -
OWNED BY -----------------------------------------------------------------
EACH 8 SHARED VOTING POWER
REPORTING
PERSON WITH - 0 -
-----------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
- 0 -
-----------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
- 0 -
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
- 0 -
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* / /
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0%
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN
================================================================================
*SEE INSTRUCTIONS BEFORE FILLING OUT!
---------------------- ----------------------
CUSIP No. 890786106 13D Page 16 of 56 Pages
---------------------- ----------------------
The following constitutes Amendment No. 8 ("Amendment No. 8") to the
Schedule 13D filed by the undersigned. This Amendment No. 8 amends the Schedule
13D as specifically set forth.
Item 2 is hereby amended to add the following:Timothy E. Brog, John J. Jones, Michael Appel, Jeffrey D. Dunn,
Charles C. Huggins, Thomas E. Hyland, Thomas B. McGrath and Michael R. Rowe are
hereby added as Reporting Persons to the Schedule 13D.
Timothy E. Brog ("Mr. Brog") is a nominee for the Board of Directors
of the Issuer and currently serves on the Board of Directors of the Issuer. Mr.
Brog's principal occupation is serving as President of Pembridge Capital
Management LLC and as Portfolio Manager of Pembridge Value Opportunity Fund LP
("PVOF"). The principal business address of Mr. Brog is Pembridge Capital, 708
Third Avenue, New York, NY10017. Mr. Brog is a citizen of the United States of
America.
John J. Jones ("Mr. Jones") is a nominee for the Board of Directors
of the Issuer and currently serves on the Board of Directors of the Issuer. Mr.
Jones' principal occupation is the private practice of law in New York. The
principal business address of Mr. Jones is 350 West 50th Street, New York, NY10019. Mr. Jones is a citizen of the United States of America.
Michael Appel ("Mr. Appel") is a nominee for the Board of Directors
of the Issuer, and his principal occupation is serving as Managing Director of
Quest Turnaround Advisors. The principal business address of Mr. Appel is c/o
Quest Turnaround Advisors, 287 Bowman Avenue, Purchase, NY10577. Mr. Appel is a
citizen of the United States of America.
Jeffrey D. Dunn ("Mr. Dunn") is a nominee for the Board of Directors
of the Issuer, and he is presently retired. The principal business address of
Mr. Dunn is 65 Commonwealth Avenue, Boston, MA02116. Mr. Dunn is a citizen of
the United States of America.
Charles C. Huggins ("Mr. Huggins") is a nominee for the Board of
Directors of the Issuer, and his principal occupation is serving as President
and Owner of Sterling Confections LLC. The principal business address of Mr.
Huggins is 3723 Jefferson Ct., Redwood City, CA94062. Mr. Huggins is a citizen
of the United States of America.
Thomas E. Hyland ("Mr. Hyland") is a nominee for the Board of
Directors of the Issuer, and he is presently retired. The principal business
address of Mr. Hyland is 1 Governors Way, Kennebunk, ME04043. Mr. Hyland is a
citizen of the United States of America.
Thomas B. McGrath ("Mr. McGrath") is a nominee for the Board of
Directors of the Issuer, and his principal occupation is serving as Senior
Managing Director of Crossroads Media, Inc. The principal business address of
Mr. McGrath is Crossroads Media, Inc., 10880 Wilshire Blvd., Los Angeles, CA90024. Mr. McGrath is a citizen of the United States of America.
---------------------- ----------------------
CUSIP No. 890786106 13D Page 17 of 56 Pages
---------------------- ----------------------
Michael R. Rowe ("Mr. Rowe") is a nominee for the Board of Directors
of the Issuer, and his principal occupation is serving as President and CEO of
Positive Impact. The principal business address of Mr. Rowe is 70 South Main
Street, Suite 2A, Cranbury, NJ08512. Mr. Rowe is a citizen of the United States
of America.
No Reporting Person has, during the last five years, been convicted
in a criminal proceeding (excluding traffic violations or similar misdemeanors).
No Reporting Person has, during the last five years, been party to a civil
proceeding of a judicial or administrative body of competent jurisdiction and as
a result of such proceeding was or is subject to a judgment, decree or final
order enjoining future violations of, or prohibiting or mandating activities
subject to, federal or state securities laws or finding any violation with
respect to such laws.
Item 3 is hereby amended to add the following:
The aggregate purchase price of the 64,425 Shares owned by Mr. Brog
is $509,621.05, including brokerage commissions. The Shares owned by Mr. Brog
were acquired with personal funds.
Item 4 is hereby amended to add the following:
On May 29, 2007, Crescendo Advisors LLC ("Crescendo Advisors")
delivered a letter to the Issuer (the "Nomination Letter") nominating Eric
Rosenfeld, Arnaud Ajdler and the Nominees, as set forth therein, for election to
the Issuer's Board of Directors at the Issuer's 2007 annual meeting of
stockholders, or any other meeting of stockholders held in lieu thereof, and any
adjournments, postponements, reschedulings or continuations thereof (the "Annual
Meeting"). The letter from Crescendo Advisors to the Issuer's Board of Directors
is attached as Exhibit 7 hereto and is incorporated herein by reference.
On May 31, 2007, Arnaud Ajdler, a director of the Issuer and a
managing director of Crescendo Advisors, delivered a letter (the "Ajdler
Letter") to the other members of the Issuer's Board expressing his concerns
regarding the manner in which the current negotiations with The Upper Deck
Company ("Upper Deck") are being conducted, including the ability of the
so-called "Executive Committee" of the Issuer's Board to oversee the negotiation
with Upper Deck in light of certain of the Executive Committee members'
significant conflicts of interest. A copy of the Ajdler Letter is attached as
Exhibit 8 hereto and is incorporated herein by reference.
On June 4, 2007, Mr. Ajdler delivered a letter (the "Ajdler Response
Letter") to the other members of the Issuer's Board responding to certain false
and misleading statements included in a letter from Arthur Shorin, the Issuer's
Chairman and CEO, to Mr. Adjler dated May 31, 2007. A copy of the Ajdler
Response Letter is attached as Exhibit 11 hereto and is incorporated herrein by
reference.
Item 5(a) is hereby amended to add the following:
Mr. Jones is the beneficial owner of 2,301 Shares, which were issued
to Mr. Jones on August 25, 2006 by virtue of being elected as a director of the
Issuer. Such Shares are restricted until the 2007 annual meeting of stockholders
of the Issuer.
Mr. Brog is the beneficial owner of 133,425 Shares(2), consisting of
2,301 Shares issued to Mr. Brog on August 25, 2006 by virtue of being elected as
a director of the Issuer, 62,124 Shares owned directly by Mr. Brog, 5,000 Shares
owned by Pembridge Value Advisors LLC ("Pembridge Value") that Mr. Brog may be
----------------------------
(2) On May 31, 2007, PVOF began the liquidation and distribution of its
assets to its partners. Neither Mr. Brog nor any affiliated entity
has either sold or bought Shares of the Issuer during the past 60
days.
---------------------- ----------------------
CUSIP No. 890786106 13D Page 18 of 56 Pages
---------------------- ----------------------
deemed to beneficially own by virtue of his position with Pembridge Value and
64,000 Shares owned by The Edward Andrews Group Inc. ("Edward Andrews") that Mr.
Brog may be deemed to beneficially own by virtue of his position with Edward
Andrews. Mr. Brog disclaims beneficial ownership of the Shares held by Pembridge
Value, except to the extent of his pecuniary interest therein.
Currently, Messrs. Rowe, Hyland, McGrath, Appel, Dunn and Huggins do
not beneficially own any Shares.
Item 5(b) is hereby amended to add the following:
Mr. Jones has sole voting power over the 2,301 Shares of restricted
stock granted by the Issuer to Mr. Jones on August 25, 2006, which Shares will
vest as of the date of the 2007 annual meeting of stockholders.
By virtue of his position with Pembridge Value, Mr. Brog has the
sole power to vote and dispose of the Shares beneficially owned by Pembridge
Value reported in this Schedule 13D. Mr. Brog has sole voting power over the
2,301 Shares of restricted stock granted by the Issuer to Mr. Brog on August 25,2006, which Shares will vest as of the date of the 2007 annual meeting of
stockholders. Mr. Brog has sole voting and dispositive power over the 30,266
Shares owned by him.
Item 6 is hereby amended to add the following:
On May 31, 2007, the Reporting Persons entered into a Joint Filing
and Solicitation Agreement in which, among other things, (a) the parties agreed
to the joint filing on behalf of each of them of statements on Schedule 13D with
respect to the securities of the Issuer (a copy of the Joint Filing and
Solicitation Agreement is attached as Exhibit 9 hereto and is incorporated
herein by reference), (b) the parties agreed to solicit proxies or written
consents for the election of Eric Rosenfeld, Arnaud Ajdler and the Nominees, or
any other person(s) nominated by the Reporting Persons to the Issuer's Board of
Directors at the Annual Meeting and to take all other action necessary or
advisable to achieve the foregoing (the "Annual Meeting Proxy Solicitation"),
and (c) the Crescendo Funds agreed to bear all expenses incurred in connection
with the Reporting Persons' activities, including approved expenses incurred by
any of the parties in connection with the Solicitation, on a pro rata basis
based on the number of Shares owned by each of the Crescendo Funds.
Crescendo Advisors has signed or intends to sign letter agreements
pursuant to which it agrees to indemnify each of Messrs. Rosenfeld, Ajdler and
the Nominees against claims arising from the solicitation of proxies from Topps'
shareholders in connection with the Annual Meeting and any related transactions.
The form of letter agreement is attached as Exhibit 10 hereto and is
incorporated herein by reference.
Item 7 is hereby amended to add the following exhibits:
7. Nomination Letter, dated May 29, 2007
---------------------- ----------------------
CUSIP No. 890786106 13D Page 20 of 56 Pages
---------------------- ----------------------
SIGNATURES
After reasonable inquiry and to the best of his knowledge and
belief, each of the undersigned certifies that the information set forth in this
statement is true, complete and correct.
Dated: June 4, 2007 CRESCENDO PARTNERS II, L.P., SERIES Y
By: Crescendo Investments II, LLC
General Partner
By: /s/ Eric Rosenfeld
-----------------------------------------
Name: Eric Rosenfeld
Title: Managing Member
CRESCENDO INVESTMENTS II, LLC
By: /s/ Eric Rosenfeld
-----------------------------------------
Name: Eric Rosenfeld
Title: Managing Member
CRESCENDO ADVISORS LLC
By: /s/ Eric Rosenfeld
-----------------------------------------
Name: Eric Rosenfeld
Title: Managing Member
THE COMMITTEE TO ENHANCE TOPPS
By: /s/ Eric Rosenfeld
-----------------------------------------
Name: Eric Rosenfeld
Title: Authorized Signatory
/s/ Eric Rosenfeld
---------------------------------------------
ERIC ROSENFELD
/s/ Arnaud Ajdler
---------------------------------------------
ARNAUD AJDLER
/s/ Timothy E. Brog
---------------------------------------------
TIMOTHY E. BROG
/s/ John J. Jones
---------------------------------------------
JOHN J. JONES
---------------------- ----------------------
CUSIP No. 890786106 13D Page 23 of 56 Pages
---------------------- ----------------------
EXHIBIT 7
CRESCENDO ADVISORS LLC
10 EAST 53RD STREET, 35TH FLOOR
NEW YORK, NY10022May 29, 2007
BY HAND
-------
The Topps Company, Inc.
One Whitehall Street
New York, NY10004
Attn: Assistant Secretary
Re: Notice of Intention to Nominate Individuals for Election as
Directors at the 2007 Annual Meeting of Stockholders of the Topps
Company, Inc.
Dear Sir:
This letter shall serve to satisfy the advance notice requirements of
Article III, Section 2 of the Amended and Restated By-laws (the "Bylaws") of The
Topps Company, Inc. ("Topps") as to the nomination by Crescendo Advisors LLC, a
Delaware limited liability company ("Crescendo Advisors"), of ten (10) nominees
for election to the Board of Directors of Topps (the "Topps Board") at the 2007
annual meeting of stockholders of Topps, or any other meeting of stockholders
held in lieu thereof, and any adjournments, postponements, reschedulings or
continuations thereof (the "Annual Meeting").
This letter and the Exhibits attached hereto are collectively referred to
as the "Notice." Crescendo Advisors is the beneficial owner of 100 shares of
common stock, $0.01 par value per share (the "Common Stock"), of Topps, all of
which are held of record by Crescendo Advisors. Through this Notice, Crescendo
Advisors hereby nominates and notifies you of its intent to nominate Eric
Rosenfeld, Arnaud Ajdler, Timothy E. Brog, John J. Jones, Michael Appel, Jeffrey
D. Dunn, Charles C. Huggins, Thomas E. Hyland, Thomas B. McGrath and Michael R.
Rowe as nominees (the "Nominees") to be elected to the Topps Board at the Annual
Meeting. Crescendo Advisors believes that the terms of the ten (10) directors
currently serving on the Topps Board expire at the Annual Meeting. To the extent
there are in excess of ten (10) vacancies on the Topps Board to be filled by
election at the Annual Meeting OR Topps increases the size of the Topps Board
above its existing size, Crescendo Advisors reserves the right to nominate
additional nominees to be elected to the Topps Board at the Annual Meeting.
Additional nominations made pursuant to the preceding sentence are without
prejudice to the position of Crescendo Advisors that any attempt to increase the
size of the current Topps Board or to classify the Topps Board constitutes an
unlawful manipulation of Topps's corporate machinery. If this Notice shall be
deemed for any reason by a court of competent jurisdiction to be ineffective
with respect to the nomination of any of the Nominees at the Annual Meeting, or
if any individual Nominee shall be unable to serve for any reason, this Notice
shall continue to be effective with respect to the remaining Nominee(s) and as
to any replacement Nominee(s) selected by Crescendo Advisors.
---------------------- ----------------------
CUSIP No. 890786106 13D Page 24 of 56 Pages
---------------------- ----------------------
The information concerning Crescendo Advisors and the Nominees required by
Article III, Section 2 of the Bylaws is set forth below:
1. NAME AND RECORD ADDRESS, AS BELIEVED TO APPEAR ON TOPPS' BOOKS, OF THE
STOCKHOLDER GIVING THE NOTICE IS AS FOLLOWS:
Name Record Address
---- --------------
Crescendo Advisors LLC c/o Crescendo Partners, L.P.
10 East 53rd Street, 35th Floor
New York, NY10022
2. CLASS OR SERIES AND NUMBER OF SHARES OF CAPITAL STOCK OF TOPPS WHICH ARE
OWNED BENEFICIALLY OR OF RECORD BY THE STOCKHOLDER GIVING THE NOTICE:
Name Beneficial Ownership
---- --------------------
Crescendo Advisors LLC 100 shares of Common Stock,
all of which are held of record.*
* Shares of Common Stock are also owned by affiliates of Crescendo
Advisors as follows: Crescendo Partners II L.P., Series Y, a Delaware
limited partnership ("Crescendo Partners"), beneficially owns 2,547,700
shares, Crescendo Investments II, LLC, a Delaware limited liability
company ("Crescendo Investments"), as the general partner of Crescendo
Partners, may be deemed to beneficially own 2,547,700 shares (Crescendo
Advisors, Crescendo Partners and Crescendo Investments are collectively
referred to herein as the "Crescendo Funds"). Eric Rosenfeld may be deemed
to beneficially own 2,547,900 shares, consisting of 2,547,700 shares that
Mr. Rosenfeld may be deemed to beneficially own by virtue of his position
as managing member of Crescendo Investments, 100 shares held by Eric
Rosenfeld and Lisa Rosenfeld JTWROS, and 100 shares Mr. Rosenfeld may be
deemed to beneficially own by virtue of his position as managing member of
Crescendo Advisors.
3. ALL OTHER INFORMATION FOR CRESCENDO ADVISORS, THE STOCKHOLDER OF RECORD
PROVIDING THE NOTICE, THAT WOULD BE REQUIRED TO BE FILED FOR A PARTICIPANT
IN A SOLICITATION SUBJECT TO SECTION 14 OF THE SECURITIES EXCHANGE ACT OF
1934, AS AMENDED IS AS FOLLOWS:
Please see Exhibit A for information regarding purchases and sales during
the past two years by Crescendo Advisors in securities of Topps.
THE AMOUNT OF SECURITIES OF TOPPS OWNED BENEFICIALLY, DIRECTLY OR
INDIRECTLY, BY EACH OF THE PARTICIPANT'S ASSOCIATES AND THE NAME AND
ADDRESS OF EACH SUCH ASSOCIATE:
---------------------- ----------------------
CUSIP No. 890786106 13D Page 25 of 56 Pages
---------------------- ----------------------
Name Beneficial Ownership and Address
---- --------------------------------
Crescendo Partners II 2,547,700 10 East 53rd Street, 35th Floor
L.P., Series Y New York, NY10022
Crescendo Investments II, 2,547,700 10 East 53rd Street, 35th Floor
LLC New York, NY10022Eric Rosenfeld 2,547,900 10 East 53rd Street, 35th Floor
New York, NY10022Arnaud Ajdler 2,301 10 East 53rd Street, 35th Floor
New York, NY10022
Except as set forth in this Notice (including the Exhibits hereto), (i)
during the past 10 years, Crescendo Advisors has not been convicted in a
criminal proceeding (excluding traffic violations or similar misdemeanors); (ii)
Crescendo Advisors does not directly or indirectly beneficially own any
securities of Topps; (iii) Crescendo Advisors does not own any securities of
Topps which are owned of record but not beneficially; (iv) Crescendo Advisors
has not purchased or sold any securities of Topps during the past two years; (v)
no part of the purchase price or market value of the securities of Topps owned
by Crescendo Advisors is represented by funds borrowed or otherwise obtained for
the purpose of acquiring or holding such securities; (vi) Crescendo Advisors is
not, nor within the past year has been, a party to any contract, arrangements or
understandings with any person with respect to any securities of Topps,
including, but not limited to, joint ventures, loan or option arrangements, puts
or calls, guarantees against loss or guarantees of profit, division of losses or
profits, or the giving or withholding of proxies; (vii) no associate of
Crescendo Advisors owns beneficially, directly or indirectly, any securities of
Topps; (viii) Crescendo Advisors does not own beneficially, directly or
indirectly, any securities of any parent or subsidiary of Topps; (ix) neither
Crescendo Advisors nor any of its associates was a party to any transaction, or
series of similar transactions, since the beginning of Topps's last fiscal year,
or is a party to any currently proposed transaction, or series of similar
transactions, to which Topps or any of its subsidiaries was or is to be a party,
in which the amount involved exceeds $120,000; (x) neither Crescendo Advisors
nor any of its associates has any arrangement or understanding with any person
with respect to any future employment by Topps or its affiliates, or with
respect to any future transactions to which Topps or any of its affiliates will
or may be a party; and (xi) Crescendo Advisors does not have any substantial
interest, direct or indirect, by securities holdings or otherwise in any matter
to be acted on at the 2007 Annual Meeting.
4. NAME, AGE, BUSINESS ADDRESS AND RESIDENCE ADDRESS OF EACH OF THE NOMINEES:
Name Age Business Address Residence Address
---- --- ---------------- -----------------
Eric Rosenfeld 49 c/o Crescendo Partners, L.P. 1 Osborn Road
10 East 53rd Street, 35th Floor Harrison, NY10528New York, NY10022
---------------------- ----------------------
CUSIP No. 890786106 13D Page 26 of 56 Pages
---------------------- ----------------------
Arnaud Ajdler 31 c/o Crescendo Partners, L.P. 233 West 83rd Street
10 East 53rd Street, 35th Floor Apt. 5A
New York, NY10022New York, NY10024Timothy E. Brog 42 Pembridge Capital 2 Coventry Lane
708 Third Avenue Riverside, CT06878New York, NY10017John J. Jones 40 350 West 50th Street 350 West 50th Street, Apt.11B
New York, NY10019New York, NY10019Michael Appel 57 c/o Quest Turnaround Advisors 22 Brae Burn Drive
287 Bowman Avenue Purchase, NY10577Purchase, NY10577Jeffrey D. Dunn 52 65 Commonwealth Avenue 65 Commonwealth Avenue
Boston, MA02116Boston, MA02116Charles C. Huggins 49 3723 Jefferson Ct. 3723 Jefferson Ct.
Redwood City, CA94062Redwood City, CA94062Thomas E. Hyland 62 1 Governors Way 1 Governors Way
Kennebunk, ME04043Kennebunk, ME04043Thomas B. McGrath 52 Crossroads Media, Inc. 10369 Strathmore Drive
10880 Wilshire Blvd. Los Angeles, CA90024Los Angeles, CA90024Michael R. Rowe 57 70 South Main Street 15 Stockton Drive
Suite 2A Cranbury, NJ08512Cranbury, NJ08512
5. PRINCIPAL OCCUPATION OR EMPLOYMENT OF EACH OF THE NOMINEES:
ERIC S. ROSENFELD (AGE 49) has been the president and chief executive
officer of Crescendo Partners since its formation in November 1998. He has also
been the senior managing member of Crescendo Advisors since its formation in
August 2000. Since its inception in June 2006, Mr. Rosenfeld has been the
chairman of the board, chief executive officer and president of Rhapsody
Acquisition Corp., a blank check company with an objective to acquire an
operating business ("Rhapsody"). 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
---------------------- ----------------------
CUSIP No. 890786106 13D Page 27 of 56 Pages
---------------------- ----------------------
acquisition or other similar business combination with an operating business
("Arpeggio"). 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 is
currently chairman of the board of CPI Aerostructures, Inc., an American Stock
Exchange-listed company engaged in the contract production of structural
aircraft parts principally for the United States Air Force and other branches of
the U.S. armed forces. He became chairman in January 2005 and a director in
April 2003. He has been the chairman of the board of Computer Horizons Corp., a
Nasdaq-listed company that provides IT professional services with a
concentration in sourcing and managed services, since October 2005. He has been
a director of Emergis Inc., a Toronto Stock Exchange-listed company that enables
the electronic processing of transactions in the finance and healthcare
industries, since July 2004. He was a director of Sierra Systems Group, Inc., a
Toronto Stock Exchange-listed information technology, management consulting and
systems integration firm based in Canada, from October 2003 until its sale in
January 2007. He was a director of Geac Computer Corporation Limited, a Toronto
Stock Exchange and Nasdaq-listed software company, from October 2005 until its
sale to Golden Gate Capital in March 2006. He served as a director of Hip
Interactive, a Toronto Stock Exchange-listed company that distributes and
develops electronic entertainment products, from November 2004 until July 2005.
Mr. Rosenfeld also served as a director of AD OPT Technologies Inc., which was a
Toronto Stock Exchange-listed company, from April 2003 until its sale to Kronos
Inc. in November 2004. Mr. Rosenfeld also served as a director and head of the
special committee of Pivotal Corporation, a Canadian-based customer relations
management software company, from July 2003 until it was sold to chinadotcom in
February 2004. 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, a Senior
Vice President from December 2004 to December 2005 and an investment analyst
from September 2003 to December 2004. Since its inception in June 2006, Mr.
Ajdler has served as a director and the Secretary of Rhapsody. He has also
served as the Chief Financial Officer, a member of the Board of Directors and
the Secretary of Arpeggio 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. From January 2000
to July 2001, he worked as a management consultant at Mercer Management
Consulting, a leading international strategy consulting firm, before completing
his M.B.A. at Harvard Business School in June 2003. He also worked as an
investment analyst at Tilson Capital, a New York-based hedge fund, as an
investment banker at Deutsche Bank, an international financial service provider,
and as a management consultant at the Boston Consulting Group. 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.
---------------------- ----------------------
CUSIP No. 890786106 13D Page 28 of 56 Pages
---------------------- ----------------------
MICHAEL R. ROWE (AGE 57) has been President and CEO of Positive Impact, a
sports and entertainment management consulting firm, since 1998. With Positive
Impact, Mr. Rowe assisted the Government of Bermuda in acquiring the right to
host matches for the 2007 World Cup of Cricket, and advised the New York Giants
NFL Football Franchise in their negotiations to acquire the rights to construct
a new state-of-the-art stadium in the Meadowlands Sports Complex in New Jersey.
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 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.
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.
---------------------- ----------------------
CUSIP No. 890786106 13D Page 29 of 56 Pages
---------------------- ----------------------
JOHN J. JONES (AGE 40) is currently a director of Topps, and is presently
engaged in the private practice of law in New York, representing various clients
in the medical services, entertainment and gaming industries. Mr. Jones is
co-founder, a member of the Board of Directors, and general counsel of Imaging
Advantage LLC, a startup teleradiology company seeking to provide off-hours
diagnostic reads to hospitals and radiology groups, as well as 3D laboratory
post-processing services, from overseas locations. During 2006, Mr. Jones was
also a senior advisor and lobbyist for Trump Entertainment Resorts in connection
with its efforts to change the Rhode Island state constitution and build a $1
billion luxury destination resort casino. 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. Between December 2002 and January
2004, Mr. Jones served as outside counsel to various businesses, and was
Managing Director of The Edward Andrews Group Inc., a boutique investment bank,
and Vice Chairman and General Counsel of Legal Advantage Services, Inc.
From July 1998 to December 2002, Mr. Jones was Executive Vice President,
General Counsel and Corporate Secretary of RCN Corporation, a telecommunications
company, and held the same positions from July 1998 until January 2001, with
Commonwealth Telephone Enterprises, Inc., a telecommunications company.
Approximately eighteen months after Mr. Jones resigned from RCN Corporation in
December 2002, it filed for bankruptcy in May 2004. From January 1996 to
December 1997, Mr. Jones was Vice President and General Counsel of Designer
Holdings Ltd. Previously, he was an attorney with the law firm Skadden, Arps,
Meagher & Flom in New York City.
MICHAEL C. APPEL (AGE 57) is Managing Director of Quest Turnaround
Advisors ("Quest"), 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.
In 2005, Mr. Appel was retained by AIG, Senior Noteholder of Skips
Clothing ("Skips"), to perform due diligence on Skips. Following the review, a
consensual restructuring was reached. Subsequently, Quest was retained as
financial advisor to Skips, which then filed for Chapter 11 in Pennsylvania in
October 2005. Quest was retained as financial advisor to Skips during the
bankruptcy and Skips exited Chapter 11 in April 2006. At that juncture, Quest's
assignment with Skips ended. Mr. Appel also served as Chief Restructuring
Officer in connection with HCI Direct's ("HCI") debt restructuring and
prepackaged Chapter 11 proceedings, which case was filed in the Southern
District of New York in April 2002, and the plan was consummated in June 2002.
Upon the departure of HCI's CEO in November 2002, Mr. Appel was named interim
CEO. HCI appointed a new CEO in March 2003. In addition, Quest and Mr. Appel
were appointed financial advisors to the Creditors Committee in the bankruptcy
proceeding of Kasper ASL, which company filed for Chapter 11 in February 2002 in
the Southern District of New York.
THOMAS E. HYLAND (AGE 62) retired from PricewaterhouseCoopers, LLP ("PWC")
in 2005 as a 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
---------------------- ----------------------
CUSIP No. 890786106 13D Page 30 of 56 Pages
---------------------- ----------------------
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.
6. CLASS AND NUMBER OF SHARES OF CAPITAL STOCK OF TOPPS WHICH ARE
BENEFICIALLY OWNED BY EACH OF THE NOMINEES:
Beneficial
Ownership of
Name Common Stock
---- ------------
Eric Rosenfeld 2,547,900
Arnaud Ajdler 2,301
Timothy E. Brog 437,567
John J. Jones 2,301
Michael Appel 0
Jeffrey D. Dunn 0
Charles C. Huggins 0
Thomas E. Hyland 0
Thomas B. McGrath 0
Michael R. Rowe 0
7. ALL OTHER INFORMATION RELATING TO EACH OF THE NOMINEES THAT IS REQUIRED TO
BE DISCLOSED IN SOLICITATIONS OF PROXIES FOR THE ELECTION OF DIRECTORS
PURSUANT TO REGULATION 14A UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS
AMENDED, AND ANY OTHER INFORMATION RELATING TO EACH OF THE NOMINEES THAT
IS REQUIRED PURSUANT TO THE RULES OF ANY OTHER SECURITIES, COMMODITIES OR
OTHER EXCHANGE OR MARKET OF WHICH TOPPS IS A MEMBER:
The Crescendo Funds, Mr. Rosenfeld and Mr. Ajdler (collectively, the
"Committee") are participants in a proxy solicitation against a proposed
merger between Topps and a buyout group that includes Madison Dearborn
Partners, LLC and an investment firm controlled by Michael Eisner, which
is scheduled to be voted on at a meeting of stockholders scheduled to be
held on June 28, 2007 (the "Merger Meeting"). On May 21, 2007, a
definitive proxy statement was filed with the SEC with regard to the
Merger Meeting.
---------------------- ----------------------
CUSIP No. 890786106 13D Page 31 of 56 Pages
---------------------- ----------------------
The Crescendo Funds, Messrs. Rosenfeld and Ajdler are parties to a joint
filing and solicitation agreement, dated March 6, 2007, and have jointly
filed a Schedule 13D with respect to the Common Stock with certain other
entities and persons. Reference is made to the Schedule 13D initially
filed on May 19, 2006 as it has been and may be amended from time to time,
as filed and to be filed with the Securities and Exchange Commission, for
information regarding other entities that are or may be deemed to be
members in a group described therein.
Crescendo Advisors has signed or intends to sign letter agreements
pursuant to which they agree to (i) indemnify each of Messrs. Rosenfeld,
Ajdler, Brog, Jones, Appel, Dunn, Huggins, Hyland, McGrath and Rowe
against claims arising from the solicitation of proxies from Topps'
shareholders in connection with the 2007 Annual Meeting and any related
transactions.
Each of the Nominees has consented to be named as a nominee in any proxy
statement filed by Crescendo Advisors in connection with the solicitation
of proxies or written consents for the election of the Nominees to the
Topps Board and to serve as a director of Topps, if so elected. Such
consents are attached hereto as EXHIBIT B.
Except as set forth in this Notice (including the Exhibits attached
hereto), (i) during the last 10 years, no Nominee has been convicted in a
criminal proceeding (excluding traffic violations or similar
misdemeanors); (ii) no Nominee directly or indirectly beneficially owns
any securities of Topps; (iii) no Nominee owns any securities of Topps
which are owned of record but not beneficially; (iv) no Nominee has
purchased or sold any securities of Topps during the past two years; (v)
no part of the purchase price or market value of the securities of Topps
owned by any Nominee is represented by funds borrowed or otherwise
obtained for the purpose of acquiring or holding such securities; (vi) no
Nominee is, or within the past year was, a party to any contract,
arrangements or understandings with any person with respect to any
securities of Topps, including, but not limited to, joint ventures, loan
or option arrangements, puts or calls, guarantees against loss or
guarantees of profit, division of losses or profits, or the giving or
withholding of proxies; (vii) no associate of any Nominee owns
beneficially, directly or indirectly, any securities of Topps; (viii) no
Nominee owns beneficially, directly or indirectly, any securities of any
parent or subsidiary of Topps; (ix) no Nominee or any of his associates
was a party to any transaction, or series of similar transactions, since
the beginning of Topps's last fiscal year, or is a party to any currently
proposed transaction, or series of similar transactions, to which Topps or
any of its subsidiaries was or is to be a party, in which the amount
involved exceeds $120,000; and (x) no Nominee or any of his associates has
any arrangement or understanding with any person with respect to any
future employment by Topps or its affiliates, or with respect to any
future transactions to which Topps or any of its affiliates will or may be
a party.
---------------------- ----------------------
CUSIP No. 890786106 13D Page 32 of 56 Pages
---------------------- ----------------------
Other than as stated herein, there are no arrangements or understandings
between Crescendo Advisors and each Nominee or any other person or persons
pursuant to which the nominations described herein are to be made.
Crescendo Advisors hereby represents that a representative of Crescendo
Advisors intends to appear in person at the Annual Meeting to nominate the
persons specified in this Notice for election to the Topps Board.
Please address any correspondence to our counsel, Olshan Grundman Frome
Rosenzweig & Wolosky LLP, Park Avenue Tower, 65 East 55th Street, New York, NewYork10022, Attention: Steven Wolosky, Esq., telephone (212) 451-2333, facsimile
(212) 451-2222. The giving of this Notice is not an admission that any
procedures for notice concerning the nomination of directors to the Topps Board
are legal, valid or binding, and Crescendo Advisors reserves the right to
challenge their validity.
Very truly yours,
CRESCENDO ADVISORS LLC
By: /s/ Eric Rosenfeld
-----------------------------------
Name: Eric Rosenfeld
Title: Managing Member
---------------------- ----------------------
CUSIP No. 890786106 13D Page 33 of 56 Pages
---------------------- ----------------------
EXHIBIT A
---------
TRANSACTIONS IN SECURITIES OF TOPPS
DURING THE PAST TWO YEARS
Class Quantity Price Per Date of
of Security Purchased / (Sold) Share ($) Purchase / Sale
-------------------- ------------------------ ----------------- --------------------
CRESCENDO ADVISORS
------------------------------------------------------------------------------------
Common Stock 100 8.52 04/25/06
CRESCENDO PARTNERS
------------------------------------------------------------------------------------
Common Stock 645,000 8.76 4/27/2006
Common Stock 66,000 8.81 4/28/2006
Common Stock 156,800 8.80 5/1/2006
Common Stock 114,000 9.02 5/2/2006
Common Stock 98,600 9.01 5/3/2006
Common Stock 311,100 8.94 5/4/2006
Common Stock 33,000 9.02 5/8/2006
Common Stock 85,000 9.01 5/9/2006
Common Stock 105,700 9.12 5/10/2006
Common Stock 28,500 9.06 5/11/2006
Common Stock 65,100 8.98 5/12/2006
Common Stock 43,400 9.01 5/15/2006
Common Stock 103,200 8.89 5/16/2006
Common Stock 63,100 8.75 5/17/2006
Common Stock 30,000 8.75 5/18/2006
Common Stock 12,900 8.36 5/24/2006
Common Stock 59,500 8.61 5/25/2006
Common Stock 129,100 8.80 5/26/2006
Common Stock 49,100 8.17 5/31/2006
Common Stock 50,000 8.14 6/06/2006
Common Stock 6,300 8.11 6/07/2006
Common Stock 24,900 8.28 6/08/2006
Common Stock 35,100 8.20 6/09/2006
---------------------- ----------------------
CUSIP No. 890786106 13D Page 37 of 56 Pages
---------------------- ----------------------
Common Stock 22,000 7.98 3/6/2006
Common Stock 6,800 7.90 3/7/2006
Common Stock 1,022 8.00 3/8/2006
Common Stock 5,943 8.07 3/13/2006
Common Stock 7,000 8.02 3/14/2006
Common Stock (11,656) 8.26 3/15/2006
Common Stock 5,800 8.26 3/15/2006
Common Stock (5,800) 8.57 3/22/2006
Common Stock 7,800 8.57 3/22/2006
Common Stock (2,250) 8.59 3/29/2006
Common Stock 4,842 8.66 3/30/2006
Common Stock (17,946) 8.75 4/3/2006
Common Stock 3,000 8.92 4/6/2006
Common Stock 4,300 8.90 4/7/2006
Common Stock 45,000 7.94 4/10/2006
Common Stock 20,000 7.60 4/11/2006
Common Stock 10,700 7.72 4/17/2006
Common Stock 6,100 8.36 5/24/2006
Common Stock 11,400 8.17 5/31/2006
Common Stock 11,122 8.09 6/5/2006
Common Stock 29,100 7.71 6/19/2006
ARNAUD AJDLER
------------------------------------------------------------------------------------
Common Stock 2,301* 8.69 8/25/06
JOHN J. JONES
------------------------------------------------------------------------------------
Common Stock 2,301* 8.69 8/25/06
* RESTRICTED SHARES GRANTED BY TOPPS TO MESSRS. AJDLER, BROG AND JONES,
WHO ARE DIRECTORS OF TOPPS.
---------------------- ----------------------
CUSIP No. 890786106 13D Page 39 of 56 Pages
---------------------- ----------------------
ARNAUD AJDLER
c/o Crescendo Partners II, L.P.
10 East 53rd Street, 35th Floor
New York, New York10022May 25, 2007
The Topps Company, Inc.
One Whitehall Street
New York, New York10004
Attn: Corporate Secretary
Dear Sir:
You are hereby notified that the undersigned consents to (i) being named
as a nominee in the notice provided by Crescendo Advisors LLC ("Crescendo") of
its intention to nominate the undersigned as a director of The Topps Company,
Inc. ("Topps") at the 2007 annual meeting of stockholders, or any other meeting
of shareholders held in lieu thereof, and any adjournments, postponements,
reschedulings or continuations thereof (the "Annual Meeting"), (ii) being named
as a nominee in any proxy statement filed by Crescendo in connection with the
solicitation of proxies or written consents for election of the undersigned at
the Annual Meeting, and (iii) serving as a director of Topps if elected at the
Annual Meeting.
Very truly yours,
/s/ Arnaud AjdlerArnaud Ajdler
---------------------- ----------------------
CUSIP No. 890786106 13D Page 40 of 56 Pages
---------------------- ----------------------
MICHAEL APPEL
c/o Quest Turnaround Advisors, LLC
RiverView at Purchase
287 Bowman Avenue
Purchase, New York10577May 23, 2007
The Topps Company, Inc.
One Whitehall Street
New York, New York10004
Attn: Corporate Secretary
Dear Sir:
You are hereby notified that the undersigned consents to (i) being named
as a nominee in the notice provided by Crescendo Advisors LLC ("Crescendo") of
its intention to nominate the undersigned as a director of The Topps Company,
Inc. ("Topps") at the 2007 annual meeting of stockholders, or any other meeting
of shareholders held in lieu thereof, and any adjournments, postponements,
reschedulings or continuations thereof (the "Annual Meeting"), (ii) being named
as a nominee in any proxy statement filed by Crescendo in connection with the
solicitation of proxies or written consents for election of the undersigned at
the Annual Meeting, and (iii) serving as a director of Topps if elected at the
Annual Meeting.
Very truly yours,
/s/ Michael AppelMichael Appel
---------------------- ----------------------
CUSIP No. 890786106 13D Page 41 of 56 Pages
---------------------- ----------------------
TIMOTHY E. BROG
708 Third Avenue, 22nd Floor
New York, New York10017May 22, 2007
The Topps Company, Inc.
One Whitehall Street
New York, New York10004
Attn: Corporate Secretary
Dear Sir:
You are hereby notified that the undersigned consents to (i) being named
as a nominee in the notice provided by Crescendo Advisors LLC ("Crescendo") of
its intention to nominate the undersigned as a director of The Topps Company,
Inc. ("Topps") at the 2007 annual meeting of stockholders, or any other meeting
of shareholders held in lieu thereof, and any adjournments, postponements,
reschedulings or continuations thereof (the "Annual Meeting"), (ii) being named
as a nominee in any proxy statement filed by Crescendo in connection with the
solicitation of proxies or written consents for election of the undersigned at
the Annual Meeting, and (iii) serving as a director of Topps if elected at the
Annual Meeting.
Very truly yours,
/s/ Timothy E. BrogTimothy E. Brog
---------------------- ----------------------
CUSIP No. 890786106 13D Page 42 of 56 Pages
---------------------- ----------------------
JEFFREY D. DUNN
65 Commonwealth Avenue
Boston, Massachusetts02116May 25, 2007
The Topps Company, Inc.
One Whitehall Street
New York, New York10004
Attn: Corporate Secretary
Dear Sir:
You are hereby notified that the undersigned consents to (i) being named
as a nominee in the notice provided by Crescendo Advisors LLC ("Crescendo") of
its intention to nominate the undersigned as a director of The Topps Company,
Inc. ("Topps") at the 2007 annual meeting of stockholders, or any other meeting
of shareholders held in lieu thereof, and any adjournments, postponements,
reschedulings or continuations thereof (the "Annual Meeting"), (ii) being named
as a nominee in any proxy statement filed by Crescendo in connection with the
solicitation of proxies or written consents for election of the undersigned at
the Annual Meeting, and (iii) serving as a director of Topps if elected at the
Annual Meeting.
Very truly yours,
/s/ Jeffrey D. DunnJeffrey D. Dunn
---------------------- ----------------------
CUSIP No. 890786106 13D Page 43 of 56 Pages
---------------------- ----------------------
CHARLES C. HUGGINS
3723 Jefferson Court
Redwood City, California94062May 22, 2007
The Topps Company, Inc.
One Whitehall Street
New York, New York10004
Attn: Corporate Secretary
Dear Sir:
You are hereby notified that the undersigned consents to (i) being named
as a nominee in the notice provided by Crescendo Advisors LLC ("Crescendo") of
its intention to nominate the undersigned as a director of The Topps Company,
Inc. ("Topps") at the 2007 annual meeting of stockholders, or any other meeting
of shareholders held in lieu thereof, and any adjournments, postponements,
reschedulings or continuations thereof (the "Annual Meeting"), (ii) being named
as a nominee in any proxy statement filed by Crescendo in connection with the
solicitation of proxies or written consents for election of the undersigned at
the Annual Meeting, and (iii) serving as a director of Topps if elected at the
Annual Meeting.
Very truly yours,
/s/ Charles C. HugginsCharles C. Huggins
---------------------- ----------------------
CUSIP No. 890786106 13D Page 44 of 56 Pages
---------------------- ----------------------
THOMAS E. HYLAND
1 Governors Way
Kennebunk, Maine04043May 24, 2007
The Topps Company, Inc.
One Whitehall Street
New York, New York10004
Attn: Corporate Secretary
Dear Sir:
You are hereby notified that the undersigned consents to (i) being named
as a nominee in the notice provided by Crescendo Advisors LLC ("Crescendo") of
its intention to nominate the undersigned as a director of The Topps Company,
Inc. ("Topps") at the 2007 annual meeting of stockholders, or any other meeting
of shareholders held in lieu thereof, and any adjournments, postponements,
reschedulings or continuations thereof (the "Annual Meeting"), (ii) being named
as a nominee in any proxy statement filed by Crescendo in connection with the
solicitation of proxies or written consents for election of the undersigned at
the Annual Meeting, and (iii) serving as a director of Topps if elected at the
Annual Meeting.
Very truly yours,
/s/ Thomas E. HylandThomas E. Hyland
---------------------- ----------------------
CUSIP No. 890786106 13D Page 45 of 56 Pages
---------------------- ----------------------
JOHN J. JONES
350 West 50th Street
New York, New York10019May 25, 2007
The Topps Company, Inc.
One Whitehall Street
New York, New York10004
Attn: Corporate Secretary
Dear Sir:
You are hereby notified that the undersigned consents to (i) being named
as a nominee in the notice provided by Crescendo Advisors LLC ("Crescendo") of
its intention to nominate the undersigned as a director of The Topps Company,
Inc. ("Topps") at the 2007 annual meeting of stockholders, or any other meeting
of shareholders held in lieu thereof, and any adjournments, postponements,
reschedulings or continuations thereof (the "Annual Meeting"), (ii) being named
as a nominee in any proxy statement filed by Crescendo in connection with the
solicitation of proxies or written consents for election of the undersigned at
the Annual Meeting, and (iii) serving as a director of Topps if elected at the
Annual Meeting.
Very truly yours,
/s/ John J. JonesJohn J. Jones
---------------------- ----------------------
CUSIP No. 890786106 13D Page 46 of 56 Pages
---------------------- ----------------------
THOMAS B. MCGRATH
10369 Strathmore Drive
Los Angeles, California90024May 24, 2007
The Topps Company, Inc.
One Whitehall Street
New York, New York10004
Attn: Corporate Secretary
Dear Sir:
You are hereby notified that the undersigned consents to (i) being named
as a nominee in the notice provided by Crescendo Advisors LLC ("Crescendo") of
its intention to nominate the undersigned as a director of The Topps Company,
Inc. ("Topps") at the 2007 annual meeting of stockholders, or any other meeting
of shareholders held in lieu thereof, and any adjournments, postponements,
reschedulings or continuations thereof (the "Annual Meeting"), (ii) being named
as a nominee in any proxy statement filed by Crescendo in connection with the
solicitation of proxies or written consents for election of the undersigned at
the Annual Meeting, and (iii) serving as a director of Topps if elected at the
Annual Meeting.
Very truly yours,
/s/ Thomas B. McGrathThomas B. McGrath
---------------------- ----------------------
CUSIP No. 890786106 13D Page 47 of 56 Pages
---------------------- ----------------------
ERIC ROSENFELD
c/o Crescendo Partners II, L.P.
10 East 53rd Street, 35th Floor
New York, New York10022May 24, 2007
The Topps Company, Inc.
One Whitehall Street
New York, New York10004
Attn: Corporate Secretary
Dear Sir:
You are hereby notified that the undersigned consents to (i) being named
as a nominee in the notice provided by Crescendo Advisors LLC ("Crescendo") of
its intention to nominate the undersigned as a director of The Topps Company,
Inc. ("Topps") at the 2007 annual meeting of stockholders, or any other meeting
of shareholders held in lieu thereof, and any adjournments, postponements,
reschedulings or continuations thereof (the "Annual Meeting"), (ii) being named
as a nominee in any proxy statement filed by Crescendo in connection with the
solicitation of proxies or written consents for election of the undersigned at
the Annual Meeting, and (iii) serving as a director of Topps if elected at the
Annual Meeting.
Very truly yours,
/s/ Eric RosenfeldEric Rosenfeld
---------------------- ----------------------
CUSIP No. 890786106 13D Page 48 of 56 Pages
---------------------- ----------------------
MICHAEL R. ROWE
c/o Positive Impact Management Group
70 South Main Street, Suite 2-A
Cranbury, New Jersey08512May 22, 2007
The Topps Company, Inc.
One Whitehall Street
New York, New York10004
Attn: Corporate Secretary
Dear Sir:
You are hereby notified that the undersigned consents to (i) being named
as a nominee in the notice provided by Crescendo Advisors LLC ("Crescendo") of
its intention to nominate the undersigned as a director of The Topps Company,
Inc. ("Topps") at the 2007 annual meeting of stockholders, or any other meeting
of shareholders held in lieu thereof, and any adjournments, postponements,
reschedulings or continuations thereof (the "Annual Meeting"), (ii) being named
as a nominee in any proxy statement filed by Crescendo in connection with the
solicitation of proxies or written consents for election of the undersigned at
the Annual Meeting, and (iii) serving as a director of Topps if elected at the
Annual Meeting.
Very truly yours,
/s/ Michael R. RoweMichael R. Rowe
---------------------- ----------------------
CUSIP No. 890786106 13D Page 49 of 56 Pages
---------------------- ----------------------
EXHIBIT 8
May 31, 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 York10019
Dear Fellow Members of the Board:
As you know, I have very significant concerns about the process that led
to the signing of the merger agreement with entities affiliated with Michael
Eisner and Madison Dearborn Partners, LLC. These concerns now extend to the
manner in which the current negotiations with The Upper Deck Company are being
conducted. Since you have effectively removed three directors of the Company,
Timothy Brog, John Jones and me, from the sale process and in so doing have
transferred virtually all of the Board's duties to the so-called "Executive
Committee" of the Board, the negotiation with Upper Deck is now being overseen
by a group of directors who, in my opinion, have significant conflicts of
interest. This Executive Committee is de facto running the Company, has
supervised the go-shop process and is now handling the Upper Deck negotiations.
This is particularly troublesome since such negotiations could lead to a
transaction that provides greater value to the Company's stockholders.
Certain of the Executive Committee members' conflicts of interest that I
believe are problematic include:
o Arthur Shorin, in my opinion, does not want to see the company that was
started by his father and uncles fall into the hands of long-time
rival, Upper Deck, since a transaction with Upper Deck would end the
family connection with Topps and in all likelihood would prevent Scott
Silverstein, Mr. Shorin's son-in-law, from becoming the next CEO of
Topps (with the obvious financial implications that this implies).
o Allan Feder is a former employee of Topps and a long-time family friend
of Mr. Shorin. Mr. Feder has very limited deal experience (which did
not seem to prevent the Board from selecting him as the lead negotiator
on the Eisner deal) and has told me in the past that he does not
believe that a deal with Upper Deck is possible.
o Jack Nusbaum is a long-time friend of Arthur Shorin and serves as
Chairman of Willkie Farr & Gallagher LLP, which in turn serves as
Topps' outside law firm. Willkie Farr advised the Topps Board with
respect to the merger agreement with Michael Eisner and Madison
Dearborn and is currently providing advice to the Executive Committee
with regard to Upper Deck's offer. In light of these relationships, I
do not understand how either Mr. Nusbaum or Willkie Farr can be
expected to render independent judgment in connection with the Upper
Deck negotiations.
---------------------- ----------------------
CUSIP No. 890786106 13D Page 50 of 56 Pages
---------------------- ----------------------
I was also deeply troubled to learn that the Executive Committee met with
the Company's advisors just before Topps' most recent Board meeting on May 23
held to discuss the Upper Deck situation. Why did the Executive Committee
members need to hold a meeting right before the meeting of the full Board? I
suspect that the purpose of the meeting was to ensure that the members of the
Executive Committee are on the same page and vote accordingly. What is the point
of calling a Board meeting if the decisions have already been made by the five
members of the Executive Committee? The actions of the Executive Committee
continue to violate the most basic principles of corporate governance.
Finally, in the merger proxy statement, letters to stockholders and
statements to the press, the Company continues to mislead stockholders and
allege that a thorough and multi-year evaluation of the Company's strategic
alternatives was conducted and that no better offers emerged. Yet you never once
contacted Upper Deck to see if there was any interest in combining the two
companies to maximize stockholder value, despite your knowledge that there was
interest on Upper Deck's part. How is this consistent with your public comments
and disclosure of a thorough and multi-year process? Now, if a transaction with
Upper Deck is reached, a break up fee and expenses of $16.5 million, equal to
approximately 5.6% of the transaction value, will have to be paid. This
represents slightly more than 40 cents per share that could have been paid to
stockholders instead of to Mr. Eisner.
As I have been telling you for many months, it is time for Topps to be run for
the benefit of its public stockholders instead of being run like a private club.
Regards,
/s/ Arnaud AjdlerArnaud Ajdler
---------------------- ----------------------
CUSIP No. 890786106 13D Page 51 of 56 Pages
---------------------- ----------------------
EXHIBIT 9
JOINT FILING AND SOLICITATION AGREEMENT
WHEREAS, certain of the undersigned are stockholders, direct or beneficial,
of The Topps Company, Inc., a Delaware corporation ("Topps");
WHEREAS, Crescendo Partners II L.P., Series Y ("Crescendo Partners"), Crescendo
Investments II, LLC ("Crescendo Investments"), Crescendo Advisors LLC
("Crescendo Advisors," and together with Crescendo Partners and Crescendo
Investment, the "Crescendo Funds"), Eric Rosenfeld, Arnaud Ajdler, Timothy E.
Brog, John J. Jones, Michael Appel, Jeffrey D. Dunn, Charles C. Huggins, Thomas
E. Hyland, Thomas B. McGrath and Michael R. Rowe wish to form a group for the
purpose of soliciting proxies to elect Messrs. Rosenfeld, Ajdler, Brog, Jones,
Appel, Dunn, Huggins, Hyland, McGrath and Rowe, (the "Nominees") or any other
person designated by the undersigned, as directors of Topps and taking all other
action necessary or advisable to achieve the foregoing.
NOW, IT IS AGREED, this 4th day of June, 2007 by the parties hereto:
1. In accordance with Rule 13d-1(k)(1)(iii) under the Securities Exchange
Act of 1934, as amended, each of the undersigned (collectively, the "Group")
agrees to the joint filing on behalf of each of them of statements on Schedule
13D with respect to the securities of Topps. Each member of the Group shall be
responsible for the accuracy and completeness of his/its own disclosure therein,
and is not responsible for the accuracy and completeness of the information
concerning the other members, unless such member knows or has reason to know
that such information is inaccurate.
2. So long as this agreement is in effect, each of the undersigned shall
provide written notice to Olshan Grundman Frome Rosenzweig & Wolosky LLP
("Olshan") of (i) any of their purchases or sales of securities of Topps; or
(ii) any securities of Topps over which they acquire or dispose of beneficial
ownership. Notice shall be given no later than 24 hours after each such
transaction.
3. Each of the undersigned agrees to solicit proxies to elect the Nominees
or any other person designated by the Group as directors of Topps and to take
all other action necessary or advisable to achieve the foregoing (the
"Solicitation").
4. The Crescendo Funds agree to bear all expenses incurred in connection
with the Group's activities, including expenses incurred by any of the parties
in the Solicitation. Notwithstanding the foregoing, the Crescendo Funds shall
not be required to reimburse any party for (i) out-of-pocket expenses incurred
by a party in the aggregate in excess of $250 without the Crescendo Funds' prior
written approval; (ii) the value of the time of any party; (iii) legal fees
incurred without the Crescendo Funds' prior written approval; or (iv) the costs
of any counsel, other than Olshan, employed in connection with any pending or
threatened litigation without the Crescendo Funds' prior written approval.
5. The relationship of the parties hereto shall be limited to carrying on
the business of the Group in accordance with the terms of this Agreement. Such
relationship shall be construed and deemed to be for the sole and limited
purpose of carrying on such business as described herein. Nothing herein shall
be construed to authorize any party to act as an agent for any other party, or
to create a joint venture or partnership, or to constitute an indemnification.
---------------------- ----------------------
CUSIP No. 890786106 13D Page 52 of 56 Pages
---------------------- ----------------------
Nothing herein shall restrict any party's right to purchase or sell securities
of Topps, as he/it deems appropriate, in his/its sole discretion, provided that
all such sales are made in compliance with all applicable securities laws.
6. This Agreement may be executed in counterparts, each of which shall be
deemed an original and all of which, taken together, shall constitute one and
the same instrument, which may be sufficiently evidenced by one counterpart.
7. In the event of any dispute arising out of the provisions of this
Agreement, the parties hereto consent and submit to the exclusive jurisdiction
of the Federal and State Courts in the State of New York.
8. Any party hereto may terminate his or its obligations under this
Agreement at any time on 24 hours' written notice to all other parties, with a
copy by fax to Steven Wolosky at Olshan, Fax No. (212) 451-2222.
9. Each party acknowledges that Olshan shall act as counsel for both the
Group and the Crescendo Funds.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed
as of the day and year first above written.
CRESCENDO PARTNERS II, L.P., SERIES Y
By: Crescendo Investments II, LLC
General Partner
By: /s/ Eric Rosenfeld
-----------------------------------------
Name: Eric Rosenfeld
Title: Managing Member
CRESCENDO INVESTMENTS II, LLC
By: /s/ Eric Rosenfeld
-----------------------------------------
Name: Eric Rosenfeld
Title: Managing Member
CRESCENDO ADVISORS LLC
By: /s/ Eric Rosenfeld
-----------------------------------------
Name: Eric Rosenfeld
Title: Managing Member
THE COMMITTEE TO ENHANCE TOPPS
By: /s/ Eric Rosenfeld
-----------------------------------------
Name: Eric Rosenfeld
Title: Authorized Signatory
---------------------- ----------------------
CUSIP No. 890786106 13D Page 54 of 56 Pages
---------------------- ----------------------
EXHIBIT 10
CRESCENDO ADVISORS LLC
10 East 53rd Street, 35th Floor
New York, New York10022
_____ ___, 2007
______________________
______________________
______________________
Re: THE TOPPS COMPANY, INC.
Dear ________:
Thank you for agreeing to serve as a nominee for election to the Board of
Directors of The Topps Company, Inc. ("Topps") in connection with the proxy
solicitation that Crescendo Advisors LLC ("Crescendo") and its affiliates are
considering undertaking to elect directors (the "Crescendo Solicitation"). Your
outstanding qualifications, we believe, will prove a valuable asset to Topps and
all of its stockholders. This letter will set forth the terms of our agreement.
Crescendo agrees to indemnify and hold you harmless against any and all
claims of any nature, whenever brought, arising from the Crescendo Solicitation
and any related transactions, irrespective of the outcome; PROVIDED, HOWEVER,
that you will not be entitled to indemnification for claims arising from your
own criminal actions, fraud, negligence, bad faith or willful misconduct;
PROVIDED, FURTHER, that this indemnification agreement and all of Crescendo
obligations hereunder shall terminate upon your becoming a director of Topps.
This indemnification will include any and all (each, a "Loss") losses,
liabilities, damages, demands, claims, suits, actions, judgments, or causes of
action, assessments, costs and expenses, including, without limitation,
interest, penalties, reasonable attorneys' fees, and any and all reasonable
costs and expenses incurred in investigating, preparing or defending against any
litigation, commenced or threatened, any civil, criminal, administrative or
arbitration action, or any claim whatsoever, and any and all amounts paid in
settlement of any claim or litigation asserted against, resulting, imposed upon,
or incurred or suffered by you, directly or indirectly, as a result of or
arising from the Crescendo Solicitation and any related transactions.
In the event of a claim against you pursuant to the prior paragraph or the
occurrence of a Loss, you shall give Crescendo written notice of such claim or
Loss. Upon receipt of such written notice, Crescendo will provide you with
counsel to represent you. Such counsel shall be reasonably acceptable to you. In
addition, you will be reimbursed promptly for all Losses suffered by you and as
incurred as provided herein. Crescendo may not enter into any settlement of loss
or claim without your consent unless such settlement includes a release of you
from any and all liability in respect of such claim. Crescendo will not be
responsible for fees, costs or expenses of separate counsel retained by you. You
may not enter into any settlement of loss or claim without the written consent
of Crescendo, which consent will not be unreasonably withheld.
---------------------- ----------------------
CUSIP No. 890786106 13D Page 55 of 56 Pages
---------------------- ----------------------
If you agree to the foregoing terms, please sign below to indicate your
acceptance.
Very truly yours,
CRESCENDO ADVISORS LLC
By:
----------------------------------------
Name: Eric Rosenfeld
Title: Managing Member
ACCEPTED AND AGREED:
---------------------------
---------------------- ----------------------
CUSIP No. 890786106 13D Page 56 of 56 Pages
---------------------- ----------------------
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 York10019
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 AjdlerArnaud Ajdler
Dates Referenced Herein and Documents Incorporated by Reference
