<PAGE>
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. )
Filed by the Registrant /X/
Filed by a Party other then the Registrant / /
Check the appropriate box:
/ / Preliminary Proxy Statement
/ / Confidential, for Use of the Commission Only (as permitted by
Rule 14a-6(e)(2))
/X/ Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to Section 240.14a-11(c) or Section
240.14a-12
The Topps Company, Inc.
__________________________________________________________________________
(Name of Registrant as Specified In Its Charter)
__________________________________________________________________________
(Name of Person(s) Filing Proxy Statment, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
/X/ $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), 14a-6(i)(2) or
Item 22(a)(2) of Schedule 14A.
/ / $500 per each party to the controversy pursuant to Exchange Act
Rule 14a-5(i)(3).
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(4)
and 0-11.
1) Title of each class of securities to which transaction applies:
__________________________________________________________________
2) Aggregate number of securities to which transaction applies:
__________________________________________________________________
3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on
which the filing fee is calculated and state how it was
determined):
___________________________________________________________________
4) Proposed maximum aggregate value of transaction:
___________________________________________________________________
5) Total fee paid:
___________________________________________________________________
/ / Fee paid previously with preliminary materials.
/ / Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
1) Amount Previously Paid:
___________________________________________________________________
2) Form, Schedule or Registration Statement No.:
___________________________________________________________________
3) Filing Party:
___________________________________________________________________
4) Date Filed:
___________________________________________________________________
<PAGE>
[LOGO]
----------------
THE TOPPS COMPANY, INC.
------------
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
JUNE 21, 1995
---------------
To the Stockholders of
THE TOPPS COMPANY, INC.
You are cordially invited to attend the annual meeting of stockholders (the
"Annual Meeting") of The Topps Company, Inc., a Delaware corporation (the
"Company"), which will be held at Bear, Stearns & Co. Inc., 245 Park Avenue,
fifth floor, New York, New York on June 21, 1995 at 10:30 A.M., New York time,
for the following purposes:
1. To elect three directors to serve for three-year terms until the 1998
annual meeting of stockholders;
2. To ratify the appointment by the Board of Directors of Deloitte &
Touche LLP as independent auditors for the Company for the fiscal
year ending March 2, 1996;
3. To consider, if properly brought before the meeting, a stockholder
proposal, opposed by the Board of Directors and management, regarding
elimination of election of the Company's directors by classes; and
4. To transact such other business as may properly be brought before the
Annual Meeting or any adjournment or postponement thereof.
The Board of Directors has fixed the close of business on May 15, 1995 as
the record date for the determination of stockholders entitled to receive notice
of, and to vote at, the Annual Meeting and any adjournment or postponement
thereof.
By order of the Board of Directors,
Arthur T. Shorin
Chairman and
Chief Executive Officer
Dated: May 24, 1995
WHETHER OR NOT YOU EXPECT TO BE PRESENT AT THE ANNUAL MEETING, PLEASE DATE AND
SIGN THE ENCLOSED PROXY AND RETURN IT PROMPTLY IN THE ENCLOSED ENVELOPE. IN THE
EVENT YOU ATTEND THE ANNUAL MEETING AND VOTE IN PERSON, THE PROXY WILL NOT BE
USED.
<PAGE>
THE TOPPS COMPANY, INC.
ONE WHITEHALL STREET
NEW YORK, NEW YORK 10004
----------------
PROXY STATEMENT
---------------
GENERAL
This proxy statement is furnished in connection with the solicitation of
proxies by the Board of Directors of The Topps Company, Inc. (the "Company") to
be voted at the annual meeting of stockholders of the Company (the "Annual
Meeting") to be held at Bear, Stearns & Co. Inc., 245 Park Avenue, fifth floor,
New York, New York on June 21, 1995 at 10:30 A.M., New York time, and at any
adjournment or postponement thereof. A copy of the Company's Annual Report to
Stockholders for the fiscal year ended February 25, 1995 is being mailed to all
stockholders with this proxy statement. The approximate mailing date of this
proxy statement is May 24, 1995.
PROXY INFORMATION
All proxies received pursuant to this solicitation will be voted, except as
to matters where authority to vote is specifically withheld, and, where a choice
is specified as to the proposals described in the foregoing notice, they will be
voted in accordance with such specification. If no instructions are given, the
persons named in the proxy solicited by the Company's Board of Directors (the
"Board of Directors") intend to vote for the nominees for election as directors
of the Company listed below, and for ratification of the appointment by the
Board of Directors of Deloitte & Touche LLP as auditors for the Company for the
fiscal year ending March 2, 1996, but against the stockholder proposal set forth
in this proxy statement. If any other matter should be presented at the Annual
Meeting upon which a vote may properly be taken, the shares represented by the
proxy will be voted with respect thereto at the discretion of the person or
persons holding such proxy.
Stockholders who execute proxies may revoke them at any time before they are
voted by written notice to the Company, by submitting a new proxy or by personal
ballot at the Annual Meeting.
RECORD DATE AND VOTING
As of May 5, 1995, the Company had outstanding 47,047,510 shares of common
stock, par value $.01 per share ("Common Stock"), entitled to be voted at the
Annual Meeting, each share being entitled to one vote on each matter submitted
to a vote of stockholders. Only stockholders of record at the close of business
on May 15, 1995 will be entitled to vote at the Annual Meeting. The presence in
person or by proxy of holders of a majority of the issued and outstanding Common
Stock will constitute a quorum for the transaction of such business as may
properly come before the Annual Meeting. For purposes of determining whether a
proposal has received the required number of votes for approval, abstentions
will be included in the vote totals with the result that an abstention has the
same effect as a negative vote. In instances where nominee recordholders, such
as brokers, are prohibited from exercising discretionary authority for
beneficial owners who have not returned a proxy ("broker non-votes"), those
shares of Common Stock will not be included in the vote totals and, therefore,
will have no effect on the vote. If a quorum should not be present, the Annual
Meeting may be adjourned from time to time until a quorum is obtained.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth information available to the Company as to
shares of Common Stock owned as of May 5, 1995 by (i) each person known to the
Company to be the beneficial owner of more than five percent of the outstanding
Common Stock, (ii) each director and nominee for election as a director, (iii)
each executive officer designated in the section of this Proxy Statement
captioned
<PAGE>
"Executive Compensation," and (iv) all directors and executive officers as a
group. Except as otherwise indicated, each person named below has sole
investment and voting power with respect to the shares of Common Stock shown.
<TABLE>
<CAPTION>
AMOUNT AND NATURE
NAME OF OF BENEFICIAL PERCENT OF SHARES
BENEFICIAL OWNER OWNERSHIP OUTSTANDING
- ------------------------------------------------ --------------------- -------------------
<S> <C> <C>
Arthur T. Shorin(1)(2).......................... 2,183,989 4.6%
Seymour P. Berger(1)(2)......................... 360,768 *
Ronald L. Boyum (3)............................. 117,000 *
Allan A. Feder(2)(4)............................ 41,000 *
Nicholas C. Forstmann(4)........................ 607,486 1.3
Theodore J. Forstmann(4)........................ 488,000 1.0
Ira Friedman(3)................................. 135,000 *
Stephen D. Greenberg(4)......................... 31,000 *
John J. Langdon(1)(3)........................... 747,500 1.6
Wm. Brian Little(4)(5).......................... 537,487 1.1
Jack H. Nusbaum(4).............................. 40,000 *
Stanley Tulchin(4).............................. 67,175 *
The Capital Group Companies, Inc.(6)
333 South Hope Street
Los Angeles, California 90071................. 4,924,600 10.5
State of Wisconsin Investment Board(7)
P.O. Box 7842
Madison, Wisconsin 53707...................... 4,655,000 9.9
All directors and executive officers as a group
(19 persons).................................. 6,180,822 12.7
</TABLE>
- ------------------------
* less than 1.0%
(1) Each of Messrs. Shorin, Berger and Langdon is a director and an executive
officer.
(2) Does not include 50,000, 100,000 and 603 shares of Common Stock owned by the
immediate family of each of Messrs. Shorin, Berger and Feder, respectively.
Messrs. Shorin, Berger and Feder disclaim beneficial ownership of such
shares.
(3) With respect to all of the shares of Common Stock beneficially owned by Mr.
Boyum, 133,000 shares of Common Stock beneficially owned by Mr. Friedman and
737,500 shares of Common Stock beneficially owned by Mr. Langdon, each of
Messrs. Boyum, Friedman and Langdon has the right to acquire such shares
upon the exercise of options.
(4) Includes 38,000 shares of Common Stock each of Messrs. Feder, N. Forstmann,
T. Forstmann, Little and Nusbaum has the right to acquire upon the exercise
of options, as well as 21,000 shares Mr. Greenberg has the right, and 17,000
shares Mr. Tulchin has the right, to acquire upon the exercise of options.
(5) Does not include 17,517 shares of Common Stock owned by Wm. Brian Little
1983 Trust f/b/o Gregory Little and 16,517 shares of Common Stock owned by
Wm. Brian Little 1983 Trust f/b/o Jacqueline Little, which trusts were
established by Mr. Little for the benefit of his children. Mr. Little
disclaims beneficial ownership of such shares.
(6) Based upon a Schedule 13G filed on February 10, 1995 with the Securities and
Exchange Commission (the "SEC") by The Capital Group Companies, Inc.
(7) Based upon a Schedule 13G filed on February 13, 1995 with the SEC by the
State of Wisconsin Investment Board.
2
<PAGE>
ELECTION OF DIRECTORS
The Board of Directors presently consists of ten members divided into three
classes. After the Annual Meeting, the Board of Directors will consist of nine
members, each class serving for a period of three years. Mr. Nicholas C.
Forstmann will retire from the Board of Directors as of the Annual Meeting.
One-third of the members of the Board of Directors are elected by the
stockholders annually. This year Messrs. John J. Langdon, Jack H. Nusbaum and
Allan A. Feder have been nominated to stand for re-election for a term that
expires at the Annual Meeting of stockholders to be held in 1998.
Directors will be elected by the plurality vote of the holders of Common
Stock entitled to vote at the Annual Meeting and present in person or by proxy.
It is the intention of the persons named in the enclosed proxy to vote, unless
otherwise indicated, for the election as directors of the persons nominated in
the table below.
Should any one or more of these nominees become unable to serve for any
reason or, for good cause, will not serve, which is not anticipated, the Board
of Directors may, unless the Board by resolution provides for a lesser number of
Directors, designate substitute nominees, in which event the persons named in
the enclosed proxy will vote for the election of such substitute nominee or
nominees.
The following table sets forth the name, age and principal business
experience during the past five years of each director of the Company.
<TABLE>
<CAPTION>
DIRECTOR OF THE
BUSINESS EXPERIENCE COMPANY OR ITS
DURING PAST 5 YEARS, PREDECESSORS
NAME AGE AND OTHER INFORMATION SINCE
- ------------------------------------ -------------------------------------------------------- -----------------
<S> <C> <C>
NOMINEES TO SERVE IN
OFFICE UNTIL 1998
John J. Langdon..................... President and Chief Operating Officer of the Company 1989
since 1988. Mr. Langdon is 47 years of age.
Jack H. Nusbaum..................... A Senior Partner and Co-Chairman in the New York law 1992
firm of Willkie Farr & Gallagher for more than the
past five years. He also is a Director of W.R. Berkley
Corporation, Pioneer Companies, Inc., Signet Star
Holdings, Inc., Prime Hospitality Corp., and Hirschl
and Adler Galleries, Inc. and a trustee of Blythedale
Children's Hospital, the Joseph Collins Foundation,
Prep for Prep and the Robert Steel Foundation. Mr.
Nusbaum is 54 years of age.
Allan A. Feder...................... An independent business consultant for more than the 1992
past five years and President and Chief Executive
Officer of Vitarroz Corporation (proprietary brand
food) since 1988. He also is a Director of Edward Don
& Co., Inc. Mr. Feder is 63 years of age.
DIRECTORS TO CONTINUE IN
OFFICE UNTIL 1996
Seymour P. Berger................... Vice President - Sports and Licensing of the Company 1991
since 1974. Mr. Berger is 71 years of age.
</TABLE>
3
<PAGE>
<TABLE>
<CAPTION>
DIRECTOR OF THE
BUSINESS EXPERIENCE COMPANY OR ITS
DURING PAST 5 YEARS, PREDECESSORS
NAME AGE AND OTHER INFORMATION SINCE
- ------------------------------------ -------------------------------------------------------- -----------------
Stephen D. Greenberg................ President of Classic Sports Network, Inc. (a cable 1993
television programming service) since November 1993.
President of Stephen D. Greenberg, P.C. (an
independent business consulting firm) from April 1993
through October 1993. From 1990 to April 1993, Deputy
Commissioner and Chief Operating Officer of Major
League Baseball. Mr. Greenberg is 46 years of age.
<S> <C> <C>
Stanley Tulchin..................... Chairman of Stanley Tulchin Associates, Inc. (a 1987
commercial collection agency) since 1955. He also is
Chairman and Chief Executive Officer of Reprise
Capital Corporation (a venture capital fund) and a
Director of PCA International, Inc. (commercial
photographers), in each case for more than the past
five years. Mr. Tulchin is 68 years of age.
DIRECTORS TO CONTINUE IN
OFFICE UNTIL 1997
Arthur T. Shorin.................... Chairman of the Board and Chief Executive Officer of the 1960
Company and its predecessor since 1980. He also is a
Director of Department 56, Inc. Mr. Shorin is 59 years
of age.
Theodore J. Forstmann............... General Partner of FLC Partnership, the General Partner 1984
of Forstmann Little & Co., since he co-founded
Forstmann Little & Co. in 1978. He also is a Director
of General Instruments Corporation and Department 56,
Inc. Mr. Forstmann is 55 years of age.
Wm. Brian Little.................... Private Investor since January 1995. Special Limited 1984
Partner of FLC Partnership, the General Partner of
Forstmann Little & Co., January 1994 to December 1994.
He was a General Partner of FLC Partnership from 1978,
when he co-founded Forstmann Little & Co., until
January 1994. He is also a Director of Aldila, Inc.;
Department 56, Inc.; and Normandy America, Inc. Mr.
Little is 53 years of age.
</TABLE>
The Board of Directors met four times during the fiscal year ended February
25, 1995. Each of the Directors who served during such period, except for
Messrs. Nicholas C. Forstmann and Theodore J. Forstmann, attended at least 75%
of the aggregate number of meetings of the Board of Directors and any committee
of which they were members during such period.
The Company has a Compensation Committee responsible for recommending
officers' remuneration and, until February 25, 1995, had a Stock Option
Committee which administered The Topps Company, Inc. 1987 Stock Option Plan, as
amended (the "1987 Stock Option Plan"). The members of the Compensation
Committee for the fiscal year ended February 25, 1995 were Messrs. Wm. Brian
Little and Stanley Tulchin, neither of whom is an employee of the Company. The
members of the
4
<PAGE>
Stock Option Committee for the fiscal year ended February 25, 1995 were Messrs.
Seymour P. Berger and Arthur T. Shorin. During the fiscal year ended February
25, 1995, the Compensation Committee met four times and the Stock Option
Committee met three times. Effective February 25, 1995, the Stock Option
Committee was dissolved and the Compensation Committee assumed all of its
responsibilities.
The Company has an Audit Committee which makes recommendations regarding the
appointment of independent certified public accountants, monitors their
performance, reviews all reports submitted by them and consults with them with
regard to the adequacy of internal controls. The members of such committee for
the fiscal year ended February 25, 1995 were Messrs. Allan A. Feder, Nicholas C.
Forstmann and Stephen D. Greenberg. During the fiscal year ended February 25,
1995, there were two meetings of the Audit Committee.
The Company does not have a nominating committee.
The Company's executive officers, directors and ten percent stockholders are
required under the Securities Exchange Act of 1934, as amended, to file reports
of ownership and changes in ownership with the SEC. Copies of these reports must
also be furnished to the Company. Based solely upon its review of the copies of
such reports furnished to the Company through the date hereof, or written
representations that no reports were required to be filed, the Company believes
that all filing requirements applicable to its executive officers, directors and
ten percent stockholders were complied with during the fiscal year ended
February 25, 1995, except that Mr. Thomas R. Pisano's Form 3 in connection with
his hiring as Vice President-International in February 1995 was not filed in a
timely manner.
COMPENSATION OF DIRECTORS
Directors who are not also officers of the Company receive directors' fees
of $8,000 per year, plus $500 for each day on which the director attended a
meeting of the Board of Directors and/or any committee thereof. Directors who
are also officers of the Company are not compensated for their duties as
Directors.
Pursuant to the 1994 Non-Employee Directors Stock Option Plan, on June 22,
1994 each of Messrs. Allan A. Feder, Nicholas C. Forstmann, Theodore J.
Forstmann, Stephen D. Greenberg, Wm. Brian Little, Jack H. Nusbaum and Stanley
Tulchin, none of whom is an employee of the Company, received options to
purchase 7,000 shares of Common Stock at a price of $7.125 per share. The
options are exercisable on June 21, 1995 and have a term of five years from the
date of grant.
5
<PAGE>
EXECUTIVE COMPENSATION
The following table sets forth for each of the last three fiscal years
information regarding the compensation of the Company's Chief Executive Officer
and the four other most highly compensated executive officers for the fiscal
year ended February 25, 1995.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG TERM
COMPENSATION
----------------------------
AWARDS
ANNUAL COMPENSATION ----------------------------
-------------------------------------------- (G)
(F) SECURITIES
(B) (C) (D) (E) RESTRICTED UNDERLYING
(A) FISCAL YEAR SALARY BONUS OTHER ANNUAL STOCK OPTIONS/
NAME AND PRINCIPAL POSITION ENDED ($) ($) COMPENSATION($)(1) AWARD(S)($) SARS(#)
- -------------------------------------- ----------- ----------- ----------- ------------------ --------------- -----------
<S> <C> <C> <C> <C> <C> <C>
Arthur T. Shorin ..................... 1995 $ 822,269 $ 395,809 500,000
Chairman and Chief Executive Officer 1994 761,332 28,156 500,000
1993 732,050
John J. Langdon ...................... 1995 554,981 195,824 175,000
President and Chief Operating Officer 1994 540,319 137,453 150,000
1993 348,108 75,000
Seymour P. Berger .................... 1995 257,097 128,707
Vice President - Sports and Licensing 1994 247,566 9,522
1993 233,716
Ronald L. Boyum ...................... 1995 197,492 68,506 15,000
Vice President - Marketing and Sales 1994 131,741 4,887 70,000
1993 126,161 20,000
Ira Friedman ......................... 1995 179,084 68,602 15,000
Vice President - Publishing and New 1994 131,732 4,982 50,000
Product Development 1993 122,750 25,000
<CAPTION>
(H)
ALL OTHER
(A) COMPENSATION
NAME AND PRINCIPAL POSITION ($)
- -------------------------------------- --------------
<S> <C>
Arthur T. Shorin .....................
Chairman and Chief Executive Officer
John J. Langdon ...................... 14,115(2)
President and Chief Operating Officer 14,115
7,655
Seymour P. Berger ....................
Vice President - Sports and Licensing
Ronald L. Boyum ......................
Vice President - Marketing and Sales
Ira Friedman .........................
Vice President - Publishing and New
Product Development
</TABLE>
- ------------------------
(1) Except as otherwise noted, perquisites and other personal benefits received
by each named executive officer (including, for certain of the named
executive officers, medical reimbursements, moving expenses and car use
allowances) in each instance aggregated less than the lesser of $50,000 or
10% of such officer's annual salary and bonus.
(2) This amount represents the payment of premiums or a life and disability
insurance policy maintained by the Company on behalf of Mr. Langdon. See
"Employment Agreements."
6
<PAGE>
OPTION/SAR GRANTS IN LAST FISCAL YEAR
The following table sets forth information regarding grants of stock options
and stock appreciation rights ("SARs") made during the fiscal year ended
February 25, 1995 to each of the named executive officers.
<TABLE>
<CAPTION>
INDIVIDUAL GRANTS POTENTIAL REALIZED VALUE
- -------------------------------------------------------------------------------------- AT ASSUMED ANNUAL RATES
(C) OF STOCK PRICE
(B) % OF TOTAL APPRECIATION FOR OPTION
NUMBER OF OPTIONS/SARS (D) TERM
SECURITIES GRANTED TO EXERCISE OR ------------------------
UNDERLYING EMPLOYEES IN BASE (E)
(A) OPTIONS/SARS FISCAL PRICE EXPIRATION (F) (G)
NAME GRANTED (#)(1) YEAR(2) ($/SH) DATE 5% 10%
- ---------------------------- ---------------- ------------- ----------- ---------- ----------- -----------
<S> <C> <C> <C> <C> <C> <C>
Arthur T. Shorin............ 100,000(3) 10.406 % $ 7.00 3/30/95 $ 35,000 $ 70,000
100,000(3) 10.406 % 7.70 3/30/96 1,750 77,000
100,000(3) 10.406 % 8.47 3/30/97 0 84,700
100,000(3) 10.406 % 9.32 3/30/98 0 92,870
100,000(3) 10.406 % 10.25 3/30/99 0 102,357
John J. Langdon............. 20,000(3)(4) 2.081 % $ 7.00 3/30/95 $ 7,000 $ 14,000
37,400(5) 3.892 % 5.3125 1/13/05 124,954 316,657
20,000(3)(4) 2.081 % 7.70 3/30/96 350 15,400
37,600(5) 3.913 % 5.3125 1/13/05 125,622 318,350
20,000(3)(4) 2.081 % 8.47 3/30/97 0 16,940
20,000(3)(4) 2.081 % 9.32 3/30/98 0 18,574
20,000(3)(4) 2.081 % 10.25 3/30/99 0 20,471
Seymour P. Berger........... -- -- -- -- -- --
Ronald L. Boyum............. 15,000 (6) 1.561 % $ 5.3125 1/13/05 $ 50,115 $ 127,001
Ira Friedman................ 15,000 (6) 1.561 % $ 5.3125 1/13/05 $ 50,115 $ 127,001
</TABLE>
- --------------------------
(1) With the exception of Mr. Shorin and Mr. Langdon, who received grants of
cash-only SARs which were approved by stockholders, all grants consisted of
options that were granted under the 1987 Stock Option Plan.
(2) This column does not include grants to non-employee directors of the
Company.
(3) Messrs. Shorin and Langdon were granted cash-only SARs on March 30, 1994,
which vest in five installments at the rate of 100,000 and 20,000 per year,
respectively, beginning on the first anniversary of the date of grant. The
base price for the first installment is $7.00, the fair market value of the
Common Stock on the date of grant. The base prices for the second, third,
fourth and fifth installments are $7.70, $8.47, $9.32 and $10.25,
respectively. On March 29, 1995, the Compensation Committee cancelled all of
Mr. Shorin's cash-only SARs and granted him a one-time option covering the
period through Mr. Shorin's normal retirement date to purchase 400,000
shares of Common Stock. This option has a maximum term of eight years and
vests in 100,000 share installments on the first through fourth
anniversaries of the date of grant. The installments retain the same
exercise prices as the base prices of the second through fifth installments
of Mr. Shorin's March 30, 1994 cash-only SAR grant referenced above. On the
date of grant, these exercise prices were greater than the fair market value
of the Common Stock.
(4) Upon each vesting date, the SARs that vest are automatically exercised and
settled in cash if the fair market value of the Common Stock exceeds the
applicable base price. If the fair market value of the Common Stock on such
date does not exceed the applicable base price, all SARs covered by that
installment expire and may not be exercised thereafter.
(5) The option to acquire 37,400 shares of Common Stock was granted on January
13, 1995 and is exercisable in installments as follows: 25,000 shares as of
January 13, 1996, 6,200 shares as of January 13, 1997 and 6,200 shares as of
January 13, 1998. The option to acquire 37,600 shares of Common Stock was
granted on January 13, 1995 and is exercisable in installments as follows:
18,800 shares as of January 13, 1997 and 18,800 shares as of January 13,
1998. All such options have an exercise price greater than the fair market
value of the Common Stock on the date of grant.
(6) The options of Messrs. Boyum and Friedman to acquire 15,000 shares of Common
Stock each were granted on January 13, 1995 and are each exercisable in
installments as follows: 5,000 shares as of January 13, 1996, 5,000 shares
as of January 13, 1997 and 5,000 shares as of January 13, 1998.
7
<PAGE>
AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR
AND FY-END OPTION/SAR VALUES
The following table provides information regarding the exercise of
options/SARs during the fiscal year ended February 25, 1995 and the number and
value of unexercised options and SARs held at fiscal year end by each of the
named executive officers.
<TABLE>
<CAPTION>
(D) (E)
SECURITIES UNDERLYING VALUE OF UNEXERCISED
NUMBER OF UNEXERCISED IN-THE-MONEY
OPTIONS/SARS OPTIONS/SARS
(B) (C) AT FY-END (#) AT FY-END ($)
(A) SHARES ACQUIRED ON VALUE -------------------------- --------------------------
NAME EXERCISE (#) REALIZED($) EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
- ---------------------------- --------------------- --------------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
Arthur T. Shorin............ -- -- -- 900,000 (1) -- 0
John J. Langdon............. 0 0 687,500 300,000 $ 873,050 $ 42,188
Seymour P. Berger........... -- -- -- -- -- --
Ronald L. Boyum............. 0 0 82,000 50,000 0 8,438
Ira Friedman................ 0 0 108,000 40,000 10,792 8,438
</TABLE>
- ------------------------
(1) All 900,000 Options/SARs held by Mr. Shorin at fiscal year end were
cancelled by the Compensation Committee on March 29, 1995. See footnote (3)
of the Option/SAR Grants Table.
8
<PAGE>
PENSION BENEFITS
The Company maintains a tax qualified non-contributory defined benefit
pension plan for its eligible employees (the "Retirement Plan"). The summary
compensation table above does not include the benefit accruals in respect of the
named executive officers under the Retirement Plan. The estimated annual pension
benefits under the Retirement Plan, assuming retirement at age 65, at various
levels of compensation and years of credited service are illustrated by the
following table:
<TABLE>
<CAPTION>
ANNUAL RETIREMENT BENEFIT FOR SPECIFIED
YEARS OF CREDITED SERVICE(1)(3)
HIGHEST AVERAGE ----------------------------------------------------------------------------
COMPENSATION(2) 15 20 25 30 35 40
- ----------------------------------- ----------- ----------- ----------- ----------- ----------- -----------
<S> <C> <C> <C> <C> <C> <C>
$ 125,000.......................... $ 26,115 $ 35,656 $ 45,694 $ 55,811 $ 57,102 $ 58,635
$ 150,000.......................... $ 32,365 $ 43,989 $ 56,111 $ 68,312 $ 69,915 $ 71,760
$ 175,000.......................... $ 38,615 $ 52,323 $ 66,528 $ 80,812 $ 82,727 $ 84,885
$ 200,000.......................... $ 44,865 $ 60,656 $ 76,945 $ 93,312 $ 95,540 $ 98,010
$ 225,000.......................... $ 51,115 $ 68,990 $ 87,362 $ 105,812 $ 108,352 $ 111,135
$ 250,000.......................... $ 57,365 $ 77,323 $ 97,779 $ 118,313 $ 121,165 $ 124,260
$ 300,000.......................... $ 69,866 $ 93,990 $ 118,613 $ 143,313 $ 146,790 $ 150,510
$ 400,000.......................... $ 94,866 $ 127,324 $ 160,280 $ 193,314 $ 198,040 $ 203,010
$ 450,000.......................... $ 107,366 $ 143,991 $ 181,114 $ 218,315 $ 223,665 $ 229,260
$ 500,000.......................... $ 119,867 $ 160,658 $ 201,948 $ 243,315 $ 249,290 $ 255,510
$ 600,000.......................... $ 144,867 $ 193,992 $ 243,615 $ 293,316 $ 300,540 $ 308,010
$ 800,000.......................... $ 194,868 $ 260,660 $ 326,950 $ 393,318 $ 403,040 $ 413,010
$1,000,000......................... $ 244,869 $ 327,328 $ 410,285 $ 493,320 $ 505,540 $ 518,010
$1,200,000......................... $ 294,670 $ 393,996 $ 493,620 $ 593,322 $ 608,040 $ 623,010
$1,300,000......................... $ 319,871 $ 427,330 $ 535,288 $ 643,323 $ 659,290 $ 675,510
$1,400,000......................... $ 344,671 $ 460,664 $ 576,955 $ 693,324 $ 710,540 $ 728,010
</TABLE>
- ------------------------
(1) These are hypothetical benefits based upon the Retirement Plan's normal
retirement benefit formula. The maximum annual benefit permitted under
Section 415 of the Internal Revenue Code of 1986, as amended (the "Code"),
is generally limited to $120,000 at present and will be adjusted to reflect
cost-of-living increases in 1996 and succeeding plan years.
(2) The benefits shown corresponding to these compensation ranges are
hypothetical benefits based upon the Retirement Plan's normal retirement
benefit formula. Under Section 401(a)(17) of the Code, a participant's
compensation in excess of $150,000 (as adjusted to reflect cost-of-living
increases) is disregarded for purposes of determining highest average
compensation in plan years beginning after 1993. Benefits accrued as of the
last day of the plan year beginning in 1993 on the basis of compensation in
excess of $150,000 are preserved. The $150,000 limit will be adjusted for
cost-of-living increases in 1996 and succeeding plan years.
(3) This table includes supplemental pension benefits payable to Mr. Shorin in
excess of the limitations on benefits under the Code and other applicable
laws pursuant to an agreement entered into on May 19, 1986, and amended May
18, 1994 (the "Supplemental Pension Agreement"). These benefits are computed
in accordance with the same formula provided under the Retirement Plan
without regard to the aforementioned limitations. However, compensation
attributable to stock appreciation rights and stock options is not taken
into account in determining highest average compensation for purposes of the
Supplemental Pension Agreement.
The normal retirement benefit under the Retirement Plan is payable in the
form of a "straight life" annuity and is equal to the greater of (i) 1.667% of a
participant's highest average W-2 compensation multiplied by the participant's
years of credited service not in excess of 30 years, plus .25% of the
participant's highest average compensation multiplied by the participant's years
of credited service in excess of 30 years, reduced by 50% of the participant's
estimated primary Social Security benefit
9
<PAGE>
determined on the basis of the participant's earnings from the Company, or (ii)
$204 multiplied by the participant's years of credited service not in excess of
20 years, plus $144 multiplied by the participant's credited service in excess
of 20 years (but not to exceed 10 additional years). The "highest average
compensation" for purposes of determining the normal retirement benefit is equal
to 1/5 of the total compensation that is paid to a participant by the Company
for the 60 consecutive month period in which the participant's compensation was
greatest during the 120 month period prior to the participant's retirement or
termination of employment. Subject to applicable Internal Revenue Code limits,
for the executive officers named in the Summary Compensation Table, such
compensation includes all compensation reflected in such table to the extent
included in gross income for the applicable base years, except for income
attributable to reimbursement of moving expenses.
As of March 1, 1995, the persons named in the summary compensation table
above were credited with the following years of credited service: Mr. Shorin -
36; Mr. Langdon - 6; Mr. Berger - 47; Mr. Boyum - 5; and Mr. Friedman - 6.
BONUS PLANS
For many years, designated key employees have participated in one of several
nondiscretionary, objective group incentive bonus arrangements (the "Bonus
Plans") which provide for the payment of bonuses based upon percentages of base
salaries if income before interest, taxes, depreciation and amortization, after
providing for payment of all bonuses duly authorized by the Compensation
Committee, achieves certain levels determined by the Compensation Committee at
the beginning of the fiscal year. No amounts were paid under the Bonus Plans for
the fiscal year ended February 25, 1995. Amounts paid to the five most highly
compensated executive officers of the Company under the Bonus Plans for the last
three fiscal years are included in the Summary Compensation Table above.
In fiscal year 1995, the Bonus Plans allowed for a discretionary special
bonus to be paid if approved by a committee composed of Messrs. Shorin, Langdon,
O'Connor and Perillo. Such bonuses may be awarded, after the end of the fiscal
year, to the President or any Vice President who the committee determines is
deserving of special consideration. Bonuses under this plan cannot exceed 20% of
the recipient's base salary and no member of the committee may participate in
deliberations regarding his own award. For fiscal year 1995, no discretionary
bonuses were granted.
EMPLOYMENT AGREEMENTS
On October 28, 1991, the Company entered into employment agreements (the
"Agreements") with Arthur T. Shorin, Chairman of the Board and Chief Executive
Officer, and John J. Langdon, President and Chief Operating Officer. Mr.
Shorin's contract was amended on May 18, 1994 to waive a portion of the minimum
10% increase in his base salary for fiscal years 1994 and 1995 and to set a
target bonus percentage of 20% of base salary for the Company's fiscal year
ended February 25, 1995 for achieving the targets established under the other
senior officer's Bonus Plan (instead of 50% as required by his Agreement). This
amendment also provided for Mr. Shorin's participation in the Company's group
term life insurance and long-term disability plans on the same basis as other
officers. Mr. Langdon's contract was amended as of March 27, 1995 effective as
of February 1, 1995 to lower his base salary to $402,155 per year to be adjusted
annually thereafter. Any further increases in his base salary would be at the
discretion of the Chairman of the Board, subject to approval by the Compensation
Committee. Each Agreement provides for a three-year term subject to automatic
extension. Each Agreement will terminate three years from the date that either
the executive or the Company gives notice of his or its intention not to extend
the Agreement, unless terminated earlier as provided in the Agreement.
If either executive is terminated without "Cause" or resigns for "Good
Reason" (as defined in the Agreements), a lump sum severance payment will be
made as liquidated damages based upon the executive's salary at the time of
termination and the average annual bonus for the three fiscal years ended prior
to the date of termination. In the case of Mr. Shorin, such payment will be
equal to three times his base salary and bonus, and in the case of Mr. Langdon,
such payment will be equal to 2.5 times his base salary and bonus.
10
<PAGE>
Each Agreement requires that, in the event any payments made upon
termination of employment are treated as "parachute payments" subject to excise
taxes under federal tax law, the Company will make an additional payment to the
executive so that his after-tax position is the same as if the payments were not
subject to an excise tax. During the term of Mr. Langdon's employment, the
Company is required to obtain and maintain life insurance coverage in the amount
of $4,000,000 and to obtain and maintain disability insurance policies in an
amount equal to 60% of salary and bonus.
Mr. Shorin's Agreement also requires the Company to contribute to an
irrevocable Company trust account assets equal to the present value of the
supplemental pension benefits which accrue for Mr. Shorin under his Supplemental
Pension Agreement.
REPORT OF THE COMPENSATION COMMITTEE AND STOCK OPTION COMMITTEE ON EXECUTIVE
COMPENSATION.
The Compensation Committee approves compensation objectives and policies as
well as compensation plans and specific compensation levels for all executive
officers. Until the end of the Company's 1995 fiscal year, the Stock Option
Committee approved grants of stock options pursuant to the 1987 Stock Option
Plan. All responsibilities of the Stock Option Committee were assumed by the
Compensation Committee effective February 26, 1995.
The Compensation Committee seeks to provide a competitive total compensation
package that will motivate and retain key employees. The Committee also seeks to
provide incentives to achieve short and long-term business objectives that will
enhance the value of the Common Stock. In establishing total compensation
packages, the Committee considers (1) the base salary levels of executives with
similar responsibilities in companies of similar size, business and complexity,
(2) each executive's experience in his position at the Company and his
performance over a sustained period of time and (3) the Company's financial
performance during the past year as reflected in the Company's achievement of
pre-established earnings objectives.
Compensation for the named executive officers for the fiscal year ended
February 25, 1995 was comprised of base compensation, potential annual incentive
compensation (the Bonus Plans) and long-term incentive compensation.
The base compensation for the Chief Executive Officer and for the President
is determined through contracts which are discussed under the caption
"Employment Agreements." Base compensation for executives not covered by
employment contracts takes into consideration the level of responsibility
involved, the knowledge and experience required, and competitive pay levels.
The Compensation Committee has based annual incentive compensation for
executive officers covered by the Bonus Plans (including the Chief Executive
Officer) on the attainment of financial targets relating to income earned by the
Company. The Bonus Plans are discussed in more detail under the caption "Bonus
Plans." With the exception of the Chairman's Award, which permits discretionary
bonuses to be paid to the President or any Vice President deserving of special
recognition, administration of the Bonus Plans is nondiscretionary -- if minimum
financial targets are not met, no bonuses are paid, regardless of individual
achievement or departmental performance. For the fiscal year ended February 25,
1995, no bonuses were paid to any named executive officer under any Company
Bonus Plan, including the fiscal 1995 individual performance bonus arrangement
for the Chief Executive Officer that was approved by stockholders on June 22,
1994. Although the Compensation Committee may reevaluate the effectiveness of
the current system of annual bonuses in a future year, it believes that the
Bonus Plans have functioned appropriately as short-term incentives for
executives to meet performance objectives.
Long-term incentive compensation opportunities are provided through grants
of stock options under the 1987 Stock Option Plan. All grants are made at
exercise prices which are at least equal to the fair market value of the Common
Stock on date of grant so executives can gain only when stockholders gain. In
making grants under the plan for fiscal 1995, the Stock Option Committee
11
<PAGE>
considered an employee's position with the Company, responsibilities, service,
individual performance, and the anticipated length of future service. No stock
options were granted to Messrs. Shorin or Berger pursuant to the 1987 Stock
Option Plan with respect to fiscal 1995, or with respect to any prior fiscal
year.
The Compensation Committee believes that the role of the Chief Executive
Officer is particularly important in reaching corporate objectives. On March 30,
1994, because Mr. Shorin was ineligible for participation in the 1987 Stock
Option Plan and because the Committee believed it was important to provide
contingent cash incentive compensation tied directly to benefits received by
stockholders, the Committee approved a grant to Mr. Shorin of 500,000 cash-only
SARs, subject to receipt of shareholder approval, which was obtained on June 22,
1994. As explained in footnote 3 of the Option/SAR Grants Table, all of Mr.
Shorin's cash- only SARs were cancelled by the Committee on March 29, 1995. Had
these rights not been cancelled, they would have provided for a cash payment
only if the Common Stock had appreciated above a progressively increasing base
exercise price.
Section 162(m) of the Internal Revenue Code generally disallows a tax
deduction to public companies for annual compensation over $1 million paid to
each of the corporation's Chief Executive Officer and four other most highly
compensated executive officers, except to the extent such compensation qualifies
as "performance-based." Based on information currently available, the
Compensation Committee believes that all compensation arrangements that could
potentially result in the compensation of any named executive officer exceeding
$1 million will qualify as performance-based and that all compensation paid to
the Company's named executive officers will be fully deductible. Provided that
other Company objectives are met, the Company intends to structure future
incentive compensation arrangements for its named executive officers in a manner
that will allow such compensation to be fully deductible for Federal income-tax
purposes.
THE COMPENSATION COMMITTEE: THE STOCK OPTION COMMITTEE:
Wm. Brian Little Seymour P. Berger
Stanley Tulchin Arthur T. Shorin
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<PAGE>
PERFORMANCE GRAPH
The graph set forth below charts the yearly percentage change in the
Company's cumulative total stockholder return against each of the S & P MidCap
400 and a composite index (the "Composite Index") in each case assuming an
investment of $100 on February 28, 1990 and the accumulation and reinvestment of
dividends paid thereafter through February 25, 1995.
COMPARISON OF FIVE YEAR CUMULATIVE TOTAL RETURN*
EDGAR REPRESENTATION OF DATA POINTS USED IN PRINTED GRAPHIC
<TABLE>
<CAPTION>
THE TOPPS CO., INC. S & P MIDCAP 400 COMPOSITE INDEX
<S> <C> <C> <C>
1990 $100 $100 $100
1991 165.21 117.65 115.95
1992 173.21 155.27 129.10
1993 76.20 167.79 155.11
1994 81.73 193.19 173.23
1995 71.36 196.36 171.82
</TABLE>
The Composite Index is comprised of four industry groups reported in the
"Directory of Companies required to file Annual Reports with the Securities and
Exchange Commission," for the period ended September 30, 1993, and based upon
the Standard Industrial Classification ("SIC") codes developed by the Office of
Management and Budget, Executive Office of the President. The four industry
groups are Miscellaneous Publishing (SIC Code 2741), Sugar and Confectionery
Products (SIC Code 2060), Periodicals: Publishing or Publishing and Printing
(SIC Code 2721), and Wholesale - Miscellaneous Durable Goods (SIC Code 5090).
13
<PAGE>
CERTAIN RELATIONSHIPS
Jack H. Nusbaum, a director, is a partner in the law firm of Willkie Farr &
Gallagher, outside counsel to the Company.
APPOINTMENT OF AUDITORS
The Board of Directors has retained Deloitte & Touche LLP as independent
certified public accountants to report on the consolidated financial statements
of the Company for the fiscal year ending March 2, 1996 and to perform such
other services as may be required of them. The Board of Directors has directed
that management submit the appointment of auditors for ratification by the
stockholders at the Annual Meeting. An affirmative vote of the holders of a
majority of the Common Stock, represented in person or by proxy and entitled to
vote at the Annual Meeting, is necessary for ratification. Representatives of
Deloitte & Touche LLP are expected to be present at the Annual Meeting, will
have the opportunity to make a statement if they desire to do so and will be
available to respond to appropriate stockholder questions.
STOCKHOLDER PROPOSAL REGARDING A CLASSIFIED BOARD OF DIRECTORS
The Company has been informed that William Steiner intends to present a
proposal at the Annual Meeting. The proposal and supporting statement, for which
the Board of Directors and the Company accept no responsibility, are set forth
below. THE BOARD OF DIRECTORS OPPOSES THIS PROPOSAL FOR THE REASONS STATED AFTER
SUCH PROPOSAL AND SUPPORTING STATEMENT.
William Steiner, whose address is 4 Radcliff Drive, Great Neck, New York
11024 and who is a beneficial owner of 600 shares of Common Stock, submitted the
following resolution:
RESOLVED, that the stockholders of the Company
request that the Board of Directors take the necessary
steps, in accordance with state law, to declassify the
Board of Directors so that all directors are elected
annually, such declassification to be effected in a
manner that does not affect the unexpired terms of
directors previously elected.
The proponent has furnished the following statement setting forth the
reasons advanced by him in support of his proposal:
'The election of directors is the primary avenue
for stockholders to influence corporate governance
policies and to hold management accountable for its
implementation of those policies. I believe that the
classification of the Board of Directors, which
results in only a portion of the Board being elected
annually, is not in the best interests of the Company
and its stockholders.
The Board of Directors of the Company is divided
into three classes serving staggered three-year terms.
I believe that the Company's classified Board of
Directors maintains the incumbency of the current
Board and therefore of current management, which in
turn limits management's accountability to
stockholders.
The elimination of the Company's classified Board
would require each new director to stand for election
annually and allow stockholders an opportunity to
register their views on the performance of the Board
collectively and each director individually. I believe
this is the
14
<PAGE>
one of the best methods available to stockholders to
insure that the Company will be managed in a manner
that is in the best interests of the stockholders.
As a founding member of the Investors Rights
Association of America I believe that concerns
expressed by companies with classified boards that the
annual election of all directors could leave companies
without experienced directors in the event that all
incumbents are voted out by stockholders, are
unfounded. In my view, in the unlikely event that
stockholders vote to replace all directors, this
decision would express stockholder dissatisfaction
with the incumbent directors and reflect the need for
change."
I URGE YOUR SUPPORT, VOTE FOR THIS RESOLUTION.
YOUR BOARD OF DIRECTORS RECOMMENDS A VOTE "AGAINST " THIS PROPOSAL.
BOARD OF DIRECTORS STATEMENT ON PROPOSAL
Under the Company's system of electing directors by classes, each director
serves a three-year term, each class is as nearly equal as possible and one of
the three classes is elected each year. This staggered election of directors is
a common practice which has been adopted by the stockholders of many major
corporations. It is specifically permitted by the laws of many states, including
the State of Delaware (the state in which the Company is incorporated), as well
as the rules of the New York Stock Exchange.
The Board of Directors of the Company believes that a classified Board of
Directors promotes a continuity of policy and a stability of leadership by
assuring that experienced personnel familiar with the Company and its business
will be on the Board of Directors at all times. A classified Board of Directors
is intended to prevent precipitous changes in the composition of the Board of
Directors by preventing the election of an entire new Board of Directors in a
single year. Preventing such a precipitous change in control serves to moderate
changes in corporate policies, business strategies and operations because a
majority of the directors at all times will have had prior experience in the
management of the Company's business.
In addition, the Board of Directors believes that a classified Board serves
as an obstacle to any sudden and disruptive attempts to obtain control of the
Company. For example, throughout the 1980s there were a number of attempts by
various individuals and entities to acquire significant minority positions in
certain companies with the intent of obtaining actual control of the companies
by electing their own slate of directors, or of achieving some other goal, such
as the repurchase of their shares at a premium, by threatening to obtain such
control. The mere attempt to obtain control or to further some other personal
goal, even if unsuccessful, can seriously disrupt the conduct of the business of
a company and cause it to incur substantial expense. These insurgents often
threaten to elect a company's entire board of directors through a proxy contest
or otherwise, even though they do not own a majority of the company's
outstanding shares entitled to vote. The Company's classified Board of Directors
may discourage such purchases because its provisions operate to delay the
purchaser's ability to obtain control of the Board of Directors in a relatively
short period of time. The delay arises because, at a minimum, two successive
annual meetings are required in order to elect a majority of the Board of
Directors. For this reason, a person seeking to acquire control of the Company
also is encouraged to initiate such action through arm's length negotiations
with management and members of the Board of Directors, who are in a position to
negotiate a transaction that is fair to all of the Company's stockholders.
15
<PAGE>
Under the corporation law of the State of Delaware, the action recommended
in the proposal could be taken only if the Board of Directors recommended an
amendment relating to Article FIFTH of the Company's Restated Certificate of
Incorporation and directed that the amendment be submitted to a vote of the
Company's stockholders. Under the terms of the Company's Restated Certificate of
Incorporation, an affirmative vote of 66 2/3% of the outstanding shares of
Common Stock entitled to vote would be required at a future meeting of the
Company's stockholders in order to amend the staggered election of directors.
The Board of Directors has not recommended, and does not recommend, such an
amendment. Therefore, a vote in favor of this stockholder proposal is only an
advisory recommendation to the Board of Directors that it take steps to initiate
such an amendment.
YOUR BOARD OF DIRECTORS RECOMMENDS A VOTE "AGAINST " THIS PROPOSAL
STOCKHOLDER PROPOSALS -- 1996 ANNUAL MEETING
Any proposals of stockholders of the Company intended to be included in the
Company's proxy statement and form of proxy relating to the Company's next
annual meeting of stockholders must be in writing and received by the Assistant
Treasurer of the Company at the Company's office at One Whitehall Street, New
York, New York 10004 no later than January 25, 1996. In the event that the next
annual meeting of stockholders is called for a date that is not within 30 days
before or after June 21, 1996, in order to be timely, notice by the stockholder
must be received not later than the close of business on the tenth day following
the day on which such notice of the date of the annual meeting was mailed or
such public disclosure of the date of the annual meeting was made, whichever
first occurs.
Any stockholder interested in making a proposal is referred to Article II,
Section 4 of the Company's Restated By-Laws.
OTHER MATTERS
Management does not know of any matters other than the foregoing that will
be presented for consideration at the Annual Meeting. However, if other matters
properly come before the Annual Meeting, it is the intention of the persons
named in the enclosed proxy to vote thereon in accordance with their best
judgment.
SOLICITATION OF PROXIES
The entire cost of soliciting management proxies will be borne by the
Company. In addition to the use of the mails, proxies may be solicited
personally by directors, officers or regular employees of the Company, who will
not be compensated for their services. Management of the Company intends to
request banks, brokerage houses, custodians, nominees and fiduciaries to forward
soliciting material to the beneficial owners of the Common Stock held of record
by such persons and entities.
The Company will provide to any stockholder of record at the close of
business on May 15, 1995, without charge upon written request to its Assistant
Treasurer at One Whitehall Street, New York, New York 10004, a copy of the
Company's Annual Report on Form 10-K for the fiscal year ended February 25,
1995.
By order of the Board of
Directors,
Arthur T. Shorin
Chairman and
Chief Executive Officer
16
<PAGE>
P R O X Y
THE TOPPS COMPANY, INC.
The undersigned hereby appoints ARTHUR T. SHORIN, WM. BRIAN LITTLE AND JOHN
J. LANGDON, and each of them, the attorneys and proxies of the undersigned, with
full power of substitution, to vote on behalf of the undersigned all the shares
of stock of THE TOPPS COMPANY, INC., which the undersigned is entitled to vote
at the Annual Meeting of Stockholders of the Company to be held at Bear, Stearns
& Co. Inc., 245 Park Avenue, Fifth Floor, New York, New York on Wednesday, June
21, 1995 at 10:30 a.m. (local time) and at all adjournments thereof, hereby
revoking any proxy heretofore given with respect to such stock. The undersigned
authorizes and instructs said proxies to vote as follows:
<TABLE>
<S> <C> <C> <C>
1. ELECTION OF DIRECTORS / / FOR all nominees listed below / / WITHHOLD AUTHORITY
(except as marked to the contrary to vote for all nominees listed
below) below
JOHN J. LANGDON, JACK H. NUSBAUM, ALLAN A. FEDER
</TABLE>
(INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL
NOMINEE, WRITE THAT NOMINEE'S NAME IN THE SPACE PROVIDED BELOW.)
________________________________________
(CONTINUED AND TO BE SIGNED ON REVERSE SIDE)
<PAGE>
(CONTINUED FROM REVERSE SIDE, WHICH SHOULD BE READ BEFORE SIGNING)
<TABLE>
<S> <C> <C> <C>
2. To ratify the appointment of Deloitte & Touche LLP, as auditors for The Topps Company, Inc. for the fiscal
year ending March 2, 1996.
</TABLE>
/ / FOR / / AGAINST / / ABSTAIN
<TABLE>
<S> <C> <C> <C>
3. Stockholder proposal regarding classification of the Board of Directors.
</TABLE>
/ / FOR / / AGAINST / / ABSTAIN
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED
HEREIN AND IN THE DISCRETION OF THE AFORMENTIONED PROXIES ON ALL OTHER MATTERS
WHICH MAY PROPERLY COME BEFORE THE MEETING. IF NO INSTRUCTION TO THE CONTRARY IS
INDICATED THIS PROXY WILL BE VOTED FOR PROPOSALS 1 AND 2 AND AGAINST PROPOSAL 3.
Dated: _____________________, 1995
__________________________________
__________________________________
Please sign exactly as your name
or names appear at the left.
PLEASE RETURN THIS PROXY IN THE ACCOMPANYING BUSINESS REPLY ENVELOPE EVEN IF YOU
EXPECT TO ATTEND IN PERSON.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS.
