The Topps Company and a group of dissident shareholders have been issuing dueling statements to shareholders in the bitter fight over management and sale of the company.  The dissidents are not happy (see 'Topps Dissidents Not Happy') with either the $9.75 per share offer for the company accepted by Topps management (see 'Topps Company to be Acquired') or the handling of a late $10.75 offer from rival Upper Deck (see 'Topps in Talks with Upper Deck'). 

 

Last Wednesday, the dissidents announced the nomination of a slate of directors and issuing of proxy statements urging Topps stockholders to vote for the slate. 

 

Last Thursday, the dissidents sent a letter to the Topps board alleging conflicts of interest among the members of the board's executive committee.  It alleges that long-time chairman Arthur Shorin does not want to see the company sold to a rival, preventing Scott Silverstein, his son-in-law from running the company; that Allan Feder is a friend of Shorin's; and that Jack Nusbaum is chairman of Topps' outside law firm.

 

Topps swung back later on Friday, criticizing the dissidents and arguing that they 'want to kill the Tornante and Madison Dearborn deal and take over Topps without paying stockholders for their shares.'  Topps also accused the dissidents of 'duplicity' because they had approved the selection of the outside firm as part of their board duties, but were now arguing that the situation represented a conflict. 

 

On Monday, the dissidents struck again, arguing that the minutes did not show that the ad hoc board committee had approved the selection of the outside firm.  They also said that if the company remained public, the actions that the new slate would take would benefit all shareholders, not just the dissidents. 

 

The stockholders meeting where this dispute will be decided is scheduled for June 28th.