<PAGE>1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 13
OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 [FEE REQUIRED]
For the fiscal year ended March 2, 1996
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION
13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
For the transition period from_____ to_______
Commission file number 0-15817
THE TOPPS COMPANY, INC.
(Exact name of registrant as specified in its charter)
Delaware 11-2849283
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
One Whitehall Street, New York, NY 10004
(Address of principal executive offices) (Zip Code)
(212) 376-0300
(Registrant's telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
Not Applicable
Securities registered pursuant to Section 12(g) of the Act:
Common Stock par value $.01
(Title of class)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days. Yes [X] No [ ].
Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of regulation S-K is not contained herein, and will not be contained, to
the best of the registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. [ X ]
The aggregate market value of Common Stock held by non-affiliates as of May
17, 1996 was approximately $276,000,000.
The number of outstanding shares of Common Stock as of May 17, 1996 was
47,047,510.
Documents incorporated by reference Part
----------------------------------- ----
None
<PAGE>2
The Index to Exhibits contained in Item 14(a)(3) of Part IV of the Form 10-K
of The Topps Company, Inc. ("Topps" or the "Company") for the fiscal year
ended March 2, 1996 is amended in its entirety to read as follows:
Item 14(a)(3) Index to Exhibits
3.1 - Restated Certificate of Incorporation of the
Company (Incorporated by reference to Exhibit 3.1
to the Company's Report on Form 8-K dated December
3, 1991).
3.2 - Restated By-laws of the Company (Incorporated by reference to
Exhibit 3.2 to the Company's Report on Form 8-K dated December 3,
1991).
10.1 - 1987 Stock Option Plan and form of Agreement pursuant to 1987
Stock Option Plan (Incorporated by reference to Exhibit 10.5 of
the Company's Registration Statement on Form S-1 {No. 33-13082}).
10.2 - Amendment to the 1987 Stock Option Plan dated June 24, 1992
(Incorporated by reference to the Company's Annual Report on
Form 10-K for the fiscal year ended February 27, 1993).
10.3 - Retirement Plan and Trust as amended and restated
effective February 28, 1993 (Incorporated by
reference to the Company's Annual Report on Form
10-K for the fiscal year ended February 26, 1994).
10.4 - Vice Presidents' Incentive Bonus Plan.
10.5 - Supplemental Pension Agreement with Arthur T. Shorin
(Incorporated by reference to Exhibit 10.16 to the Company's
Registration Statement on Form S-1 {No. 33-13082}).
10.6 - Amendment to Supplemental Pension Agreement with
Arthur T. Shorin dated May 18, 1994 (Incorporated
by reference to Exhibit 10.6 to the Company's
Annual Report on Form 10-K for the fiscal year
ended February 25, 1995).
10.7 - License Agreement and Letter Amendment thereto
with Major League Baseball Promotion Corporation
(Incorporated by reference to Exhibit 10.12 to the
Company's Annual Report on Form 10-K for the fiscal
year ended March 2, 1991).
10.8 - Memorandum of Agreement with Major League
Baseball Players Association dated April 10, 1995
(Incorporated by reference to Exhibit 10.8 to the
Company's Annual Report on Form 10-K for the fiscal
year ended February 25, 1995).
<PAGE>3
Index to Exhibits (continued)
10.9 - Settlement Agreement with Major League Baseball Players
Association dated March 22, 1994 (Incorporated by
reference to Exhibit 10.8 to the Company's Annual
Report on Form 10-K for the fiscal year ended February
26, 1994).
10.10 - Employment contract with Arthur T. Shorin (Incorporated by
reference to Exhibit 10.2 to the Company's Registration Statement
on Form S-3 {No. 33-43567}).
10.11 - Amendment to employment contract with Arthur T. Shorin
dated May 18, 1994 (Incorporated by reference to Exhibit 10.11
to the Company's Annual Report on Form 10-K for the fiscal year
ended February 25, 1995).
10.12 - Stock Option Agreement with Arthur T. Shorin dated March 29,
1995 (Incorporated by reference to Exhibit 10.12 to the
Company's Annual Report on Form 10-K for the fiscal year ended
February 25, 1995).
10.13 - Employment contract with John J. Langdon (Incorporated by
reference to Exhibit 10.3 to the Company's Registration
Statement on Form S-3 {No. 33-43567}).
10.14 - Amendment to employment contract with John J. Langdon
dated June 23, 1993 (Incorporated by reference to Exhibit
10.12 to the Company's Annual Report on Form 10-K for the fiscal
year ended February 26, 1994).
10.15 - Amendment to employment contract with John J. Langdon
dated May 18, 1994 (Incorporated by reference to Exhibit 10.15
to the Company's Annual Report on Form 10-K for the fiscal year
ended February 25, 1995).
10.16 - Amendment to employment contract with John J. Langdon
dated March 27, 1995 (Incorporated by reference Exhibit 10.16
to the Company's Annual Report on Form 10-K for the fiscal year
ended February 25, 1995).
10.17 - Retail License Agreement with NBA Properties, Inc. dated July 25,
1995 (Incorporated by reference to Exhibit 10.25 to the Company's
Quarterly Report on Form 10-Q for the quarter ended November 25,
1995).
10.18 - Agreement of Lease with One Whitehall Company
dated February 24, 1994 (Incorporated by reference
to Exhibit 10.16 to the Company's Annual Report on
Form 10-K for the fiscal year ended February 26,
1994).
10.19 - 1994 Non-Employee Director Stock Option Plan
(Incorporated by reference to Exhibit 10.17 to the
Company's Annual Report on Form 10-K for the fiscal
year ended February 26, 1994).
<PAGE>4
Index to Exhibits (continued)
10.20 - 1994 Stock Appreciation Rights Agreement with John J. Langdon
dated as of March 30, 1994 (Incorporated by reference to Exhibit
10.18 to the Company's Annual Report on Form 10-K for the fiscal
year ended February 26, 1994).
10.21 - Agreement for the acquisition of the issued share capital
of Merlin Publishing International plc dated May 17, 1995
(Incorporated by reference to Exhibit 10.24 to the Company's
Annual Report on Form 10-K for the fiscal year ended February
25, 1995).
10.22 - Corporate Guaranty in favor of the Bank of Scotland
(Incorporated by reference to Exhibit 10.26 to the Company's
Quarterly Report on Form 10-Q for the quarter ended November 25,
1995).
10.23 - 1996 Stock Option Plan and form of agreement pursuant to 1996
Stock Option Plan.
10.24 - Employment Agreement between Peter Warsop and Merlin Publishing
Limited dated June 9, 1989.
10.25 - Amendment to employment agreement between Peter Warsop and
Merlin Publishing International plc dated July 6, 1995.
10.26 - Amendment to employment contract with Arthur T. Shorin dated May
22, 1996.
13 - Annual Report (Except for those portions
specifically incorporated by reference, the 1996
Annual Report to Stockholders is furnished for the
information of the Commission and is not to be
deemed "filed" as part of this filing).
21 - Significant Subsidiaries of the Company.
23 - Consent of Independent Public Accountants.
27 - Financial Data Schedule.
<PAGE>5
Signature
Pursuant to the requirement of the Securities Exchange Act of 1934, the
Registrant has duly caused this amendment to be signed on its behalf by the
undersigned thereunto duly authorized.
June 12, 1996
By: /s/ Catherine K. Jessup
Catherine K. Jessup
Vice President-Chief Financial Officer
