NEW YORK, May 30, 2007 -- Crescendo Advisors LLC announced today that it sent a letter dated May 29, 2007 to The Topps Company, Inc. (Nasdaq:TOPP), serving notice of its intention to nominate a full slate of director nominees for election to the Topps Board at Topps' 2007 annual meeting of stockholders. Crescendo Advisors submitted the nomination letter at this time in order to comply with Topps' advance notice bylaw requirements. According to Topps' merger proxy statement, the deadline for stockholders to submit nominations for directors in connection with Topps' 2007 annual meeting of stockholders is May 29, 2007.
"If the ill-advised merger with Michael Eisner is rejected by stockholders at the special meeting scheduled for June 28, 2007, we will then seek to replace the entire Topps Board with our slate of nominees," stated Eric Rosenfeld, the managing member of Crescendo Advisors. "The broad expertise of our director nominees positions our slate well to fix the Company's operations and capital structure and to also undertake for the benefit of the Company's stockholders many of the same value-enhancing activities that would likely be taken by the private equity buyers."
"We have assembled a slate of highly qualified director nominees who collectively have vast expertise in several areas, including entertainment, confectionary, strategic turnarounds, marketing, brand management and sports management, and who, if elected, are committed to taking all actions necessary to improve the Company's business operations and to maximize stockholder value," stated Arnaud Ajdler, a managing director of Crescendo Partners.
Crescendo Advisors' slate of director nominees includes:
Michael R. Rowe (Age 57) has been President and CEO of Positive Impact, a sports and entertainment management consulting firm, since 1998. A franchise member of the National Basketball Association, Mr. Rowe was President, Chief Operating Officer and part owner of the New Jersey Nets professional basketball franchise from 1995 to 2000, where he was in charge of both business and basketball operations. Mr. Rowe served as a director of Lakeview Financial Corp., a New Jersey-based savings and loan holding company, from 1987 until its sale to Dime Bancorp, Inc. in 1999. Mr. Rowe received his BA from Seton Hall University in 1971 and a Master of Arts, Public Administration from Rider University in 1978.
Thomas B. McGrath (Age 52) has been Senior Managing Director of Crossroads Media, Inc., a specialized financial advisory firm for the entertainment and media business since 2005. From 1994 to 2005, he was Executive Vice President of Viacom Entertainment Group, comprised of Paramount Pictures, Paramount Television (including Viacom Productions and Spelling Productions), Viacom's motion picture theater operations and Simon and Shuster book publishers. Mr. McGrath was formerly President of Time Warner International Broadcasting and Senior Vice President, New Business Development at Time Warner's Home Box Office unit. Before that, Mr. McGrath served as President and Chief Operating Officer of Norman Lear's Act III Communications. Mr. McGrath began his career in entertainment at Columbia Pictures Industries, Inc., where he led the formation of TriStar Pictures, a partnership of Columbia, HBO and CBS. Mr. McGrath received his AB from Harvard University in 1976 and his MBA from the Harvard Business School in 1980.
Charles C. Huggins (Age 49) has been President and Owner of Sterling Confections LLC, and has been President of C. Huggins & Assoc. since 2005, owning and providing consulting and turnaround services to confectionary companies. From 2002 through January 2005, Mr. Huggins was President and CEO of Joseph Schmidt Confections. Prior to that, Mr. Huggins spent over 20 years at See's Candies, Inc., starting as Wholesale Fulfillment Manager and Real Estate Manager, moving to Director of Store Construction, and finally as General Manager and Director of Purchasing. He received his B.S. in Business Administration from Menlo College, his JD from the John F. Kennedy School of Law and his Graduate Certificate in Business from Stanford University.
Jeffrey D. Dunn (Age 52) was Chief Operating Officer of Nickelodeon Networks and President of Nickelodeon Enterprises from July 1994 through October 2006, where he oversaw all of Nickelodeon's non-TV businesses, including licensing and merchandising, movie, online, publishing, live theatrical, hotel and theme park operations. Mr. Dunn graduated from Harvard College and received his MBA from the Harvard Business School.
Michael C. Appel (Age 57) is Managing Director of Quest Turnaround Advisors, a firm that provides turnaround and crisis management services to Boards of Directors, management, creditors and shareholders of companies experiencing financial and operational difficulties, and has been with that firm since 1991. Mr. Appel graduated from Brandeis University (Phi Beta Kappa) and from the Harvard Business School (MBA with Distinction). He serves on the boards of LMR Holdings Inc, and Mattress Discounters.
Thomas E. Hyland (Age 62) retired from PricewaterhouseCoopers, LLP ("PWC") in 2005 as Senior Partner. Mr. Hyland had over 30 years experience at PWC and at Coopers & Lybrand, where he had been Chairman of the Entertainment & Media Group, which provided a broad range of audit and consulting services to multinational clients in the Entertainment & Media industry, among them Dow Jones & Company, CBS, Universal Music, Major League Baseball Productions, Columbia Pictures Television, and Comedy Central. Since his retirement from PWC, Mr. Hyland has been a Director of Boardwalk Pipeline Partners MLP ("Boardwalk"), a master limited partnership engaged in the interstate transportation and storage of natural gas, serving as Chair of Boardwalk's Audit Committee. Mr. Hyland also serves on the AICPA/PCAOB/SEC Task Force for Simplification of Sarbanes-Oxley.
Eric S. Rosenfeld (age 49) has been the president and chief executive officer of Crescendo Partners L.P., a New York-based investment firm, since its formation in November 1998. He has also been the managing member of Crescendo Advisors. Mr. Rosenfeld is currently Chairman of CPI Aerostructures, Computer Horizons and Rhapsody Acquisition Corp., and a director of Hill International and Emergis Inc. Mr. Rosenfeld was formerly the Chairman of the board of Spar Aerospace and a director of AD OPT Technologies, Pivotal Corporation, Geac Computer Corp., and Sierra Systems Group. From its inception in April 2004 until June 2006, Mr. Rosenfeld was the chairman of the board, chief executive officer and president of Arpeggio Acquisition Corporation, an OTC Bulletin Board-listed blank check company formed to effect a merger, capital stock exchange, asset acquisition or other similar business combination with an operating business. Arpeggio Acquisition Corporation completed its business combination with Hill International, Inc. in June 2006 and since such time Mr. Rosenfeld has served as a director of the surviving company. Prior to forming Crescendo Partners, Mr. Rosenfeld had been managing director at CIBC Oppenheimer and its predecessor company Oppenheimer & Co., Inc. since 1985. Mr. Rosenfeld received an A.B. in economics from Brown University and an M.B.A. from the Harvard Business School.
Arnaud Ajdler (Age 31) is currently a director of Topps. Mr. Ajdler has been a Managing Director of Crescendo Partners since December 2005. Since its inception in June 2006, Mr. Ajdler has served as a director and the Secretary of Rhapsody Acquisition Corp. He has also served as the Chief Financial Officer, a member of the Board of Directors and the Secretary of Arpeggio Acquisition Corporation since June 2004. Arpeggio completed its business combination with Hill International, Inc. in June 2006 and since such time Mr. Ajdler has served as a director of the surviving company. Since October 2005, Mr. Ajdler has also been assistant to the Chairman of the Board and a Board observer to Computer Horizons Corp., a NASDAQ listed company. Mr. Ajdler received a B.S. in engineering from the Free University of Brussels, Belgium, an S.M. in Aeronautics from the Massachusetts Institute of Technology and an M.B.A from the Harvard Business School.
Timothy E. Brog (Age 42) is currently a director of Topps. Mr. Brog has been the President of Pembridge Capital Management LLC and the Portfolio Manager of Pembridge Value Opportunity Fund since 2004. Mr. Brog has been a Managing Director of The Edward Andrews Group Inc., a boutique investment bank since 1996. From 1989 to 1995, Mr. Brog was a corporate finance and mergers and acquisition associate of the law firm Skadden, Arps, Slate, Meagher & Flom LLP. Mr. Brog received a Juris Doctorate from Fordham University School of Law in 1989 and a BA from Tufts University in 1986.
John J. Jones (Age 40) is currently a director of Topps. Mr. Jones has been a senior executive and general counsel for several high profile public companies for over a decade, and is presently engaged in the private practice of law in New York. Mr. Jones is co-founder, a member of the Board of Directors, and general counsel of Imaging Advantage LLC, a startup teleradiology company. During 2006, Mr. Jones was also a senior advisor and lobbyist for Trump Entertainment Resorts. Mr. Jones was Senior Vice President, General Counsel and Corporate Secretary for Argosy Gaming Company from January 2004 to the sale of Argosy in October 2005. Mr. Jones started his legal career as an attorney with the law firm Skadden, Arps, Meagher & Flom in New York City. Mr. Jones received his undergraduate degree from Cornell University in 1988 and received a Juris Doctorate from Boston University School of Law in 1991.
CERTAIN INFORMATION CONCERNING THE PARTICIPANTS
The Committee to Enhance Topps (the "Committee"), together with the other participants named below, has made a definitive filing with the Securities and Exchange Commission ("SEC") of a proxy statement and an accompanying proxy card to be used to solicit votes in connection with the solicitation of proxies against a proposed merger between The Topps Company, Inc. (the "Company") and a buyout group that includes Madison Dearborn Partners, LLC, and an investment firm controlled by Michael Eisner, which will be voted on at a meeting of the Company's stockholders (the "Merger Proxy Solicitation").
Crescendo Advisors ("Crescendo Advisors"), together with the other participants named below, intends to make a preliminary filing with the Securities and Exchange Commission ("SEC") of a proxy statement and an accompanying proxy card to be used to solicit votes for the election of its nominees at the 2007 annual meeting of stockholders of Topps (the "Annual Meeting Proxy Solicitation").
THE COMMITTEE AND CRESCENDO ADVISORS ADVISE ALL STOCKHOLDERS OF THE COMPANY TO READ THE PROXY STATEMENT AND OTHER PROXY MATERIALS INCONNECTION WITH EACH OF THE MERGER PROXY SOLICITATION AND THE ANNUAL MEETING PROXY SOLICITATION AS THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. SUCH PROXY MATERIALS WILL BE AVAILABLE AT NO CHARGE ON THE SEC'S WEB SITE AT HTTP://WWW.SEC.GOV. IN ADDITION, THE PARTICIPANTS IN THE PROXY SOLICITATIONS WILL PROVIDE COPIES OF THE PROXY STATEMENT WITHOUT CHARGE UPON REQUEST. REQUESTS FOR COPIES SHOULD BE DIRECTED TO THE PARTICIPANTS' PROXY SOLICITOR, DF KING & CO., INC. AT ITS TOLL-FREE NUMBER: (800) 628-8532.
The participants in the Merger Proxy Solicitation are Crescendo Advisors LLC, a Delaware limited liability company ("Crescendo Advisors"), Crescendo Partners II, L.P., Series Y, a Delaware limited partnership ("Crescendo Partners"), Crescendo Investments II, LLC, a Delaware limited liability company ("Crescendo Investments"), Eric Rosenfeld, Arnaud Ajdler and The Committee to Enhance Topps (the "Merger Proxy Solicitation Participants").
The participants in the Annual Meeting Proxy Solicitation include the Merger Proxy Solicitation Participants, together with Timothy E. Brog, John J. Jones, Michael Appel, Jeffrey D. Dunn, Charles C. Huggins, Thomas E. Hyland, Thomas B. McGrath and Michael R. Rowe (the "Annual Meeting Proxy Solicitation Participants"). Together, the Merger Proxy Solicitation Participants and the Annual Meeting Proxy Solicitation Participants are referred to herein as the "Participants."
Crescendo Advisors beneficially owns 100 shares of common stock of the Company. Crescendo Partners beneficially owns 2,547,700 shares of common stock of the Company. As the general partner of Crescendo Partners, Crescendo Investments may be deemed to beneficially own the 2,547,700 shares of the Company beneficially owned by Crescendo Partners. Eric Rosenfeld may be deemed to beneficially own 2,547,900 shares of the Company, consisting of 100 shares held by Eric Rosenfeld and Lisa Rosenfeld JTWROS, 2,547,700 shares Mr. Rosenfeld may be deemed to beneficially own by virtue of his position as managing member of Crescendo Investments and 100 shares Mr. Rosenfeld may be deemed to beneficially own by virtue of his position as managing member of Crescendo Advisors. Mr. Ajdler beneficially owns 2,301 shares of the Company.
Timothy E. Brog beneficially owns 437,567 shares of common stock of the Company, John J. Jones owns 2,301 shares of common stock of the Company, and none of Michael Appel, Jeffrey D. Dunn, Charles C. Huggins, Thomas E. Hyland, Thomas B. McGrath and Michael R. Rowe beneficially own any shares of common stock of the Company.