TOPPS ADOPTS SHAREHOLDERS RIGHTS PLAN
TOPPS ADOPTS SHAREHOLDERS RIGHTS PLAN NEW YORK, Dec. 2 /PRNewswire/ -- The Topps Company, Inc.
(NASDAQ: TOPP) today announced that its board of directors has adopted a shareholders rights plan in which preferred stock purchase rights will be distributed as a dividend at the rate of one right for each share of the company's common stock held as of the close of business on Dec. 13, 1991. The effectiveness of such shareholders rights plan is conditioned upon the occurrence of the pro rata distribution by Topps Partners, L.P. and Forstmann Little & Co. Subordinated Debt & Equity Management Buyout Partnership to their respective partners of all of the shares of the company's common stock owned by each of such partnerships. Such distribution is expected to occur on Dec. 3, 1991. The rights will expire on Dec. 13, 2001.
The rights plan is designed to deter coercive takeover tactics and to prevent an acquiror from gaining control of the company without offering, in the judgment of the board of directors, a fair price to all of the company's stockholders. In a letter being sent to stockholders, Arthur T. Shorin, chairman of the board and chief executive officer of Topps, said, "The rights plan is intended to protect the interests of the company's stockholders in the event the company is confronted with coercive or unfair takeover tactics." He noted that such tactics include offers that do not treat all stockholders equally, the acquisition in the open market or otherwise of shares constituting control without offering fair value to all stockholders, or other coervice or unfair takeover tactics that could impair the board's ability to represent stockholders' interests fully. Shorin stressed that the rights plan is not intended to prevent an acquisition of the company on terms that the board considers favorable and fair to all stockholders. He indicated that the rights plan is designed to deal with the very serious problem of unilateral actions by hostile acquirors which are calculated to deprive the company's board of directors and its stockholders of their ability to determine the destiny of the company. Each right will entitle stockholders, in certain circumstances, to buy one 1/100 of a newly issued share of Series A junior participating preferred stock of the company at an exercise price of $62. The rights will be exercisable and transferable apart from the common stock only if a person or group acquires beneficial ownership of 15 percent or more of the common stock; or commences a tender or exchange offer upon consummation of which such person or group would beneficially own 15 percent or more of the common stock. If any person becomes the beneficial owner of 15 percent or more of the company's common stock other than pursuant to an offer for all shares which is fair to and otherwise in the best interests of the company and its stockholders, then each right not owned by a 15 percent or more stockholder or certain related parties will entitle its holder to purchase, at the right's then-current exercise price, shares of common stock (or, in certain circumstances as determined by the board, cash, other property, or other securities) having a value of twice the right's exercise price. In addition, if, after any person has become a 15 percent-or-more stockholder, the company is involved in a merger or other business combination transaction with another person in which its common stock is changed or converted, or sells 50 percent or more of its assets or earning power to another person, each right will entitle its holder to purchase, at the right's then-current exercise price, shares of common stock of such other person having a value of twice the right's exercise price. The company will generally be entitled to redeem the rights at $.01 per right at any time until the tenth business day (subject to extension) following public announcement that a person or group has become the beneficial owner of 15 percent or more of the company's common stock. Details of the shareholders rights plan are outlined in a summary of the rights plan which is being mailed to stockholders. The company also announced that its registration statement covering 25,290,124 shares of its common stock to be distributed to the limited partners of Topps Partners, L.P. and Forstmann Little & Co. Subordinated Debt & Equity Management Buyout Partnership was declared effective by the Securities and Exchange Commission as of 9:30 a.m. on Dec. 2, 1991. Topps is well known for its collectible picture products, which feature sports, entertainment and other themes, and its Bazooka brand bubble gum. -0- 12/2/91 /CONTACT: John Perillo, vice president-controller and chief financial officer of Topps, 718-768-8900, ext. 465, or George Sard or Anna Cordasco of Adams & Rinehart, 212-557-0100, for Topps/ (TOPP) CO: The Topps Company, Inc. ST: New York IN: HOU SU: SRP
JT-OS -- NY033 -- 8343 12/02/91 12:09 EST
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|Date:||Dec 2, 1991|
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