UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q/A
(Mark One) [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED May 30, 1998
or
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934 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 (I.R.S.Employer
of 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)
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 .
The number of outstanding shares of Common Stock as of July 9, 1998 was
46,400,010.
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Item 4. of Part II of the Form 10-Q of the Topps Company, Inc. ("Topps" or the
"Company") for the quarter ended May 30, 1998 is amended and restated in its
entirety as follows:
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
The Annual Meeting of Stockholders of the Company took place on June 30, 1998
for the following purposes:
1. To elect three directors;
2. To ratify and approve the Amendment and Restatement of the 1994
Non-Employee Director Stock Option Plan;
3. To ratify the appointment of auditors;
4. To consider a stockholder proposal regarding the declassification of
the Board of Directors;
5. To consider a stockholder proposal regarding the sale of the Company.
The results of the matters voted on are as follows:
<TABLE>
Broker
For Against Abstentions Non-Votes
<S> <C> <C> <C> <C>
1. Election of Directors
Allan A. Feder 38,310,309 2,517,287
David M. Mauer 38,370,048 2,457,548
Jack H. Nusbaum 37,988,323 2,839,273
2. Ratification of Stock Option Plan 38,805,053 1,736,994 285,549
3. Ratification of appointment
of auditors 40,584,647 164,581 78,368
4. Stockholder proposal
regarding declassification
of the Board of Directors 13,112,848 12,360,754 3,300,110 12,053,884
5. Stockholder proposal
regarding the sale of
the Company 6,821,994 20,602,683 1,349,035 12,053,884
</TABLE>
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<PAGE>
SIGNATURE
Pursuant to the requirements 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.
THE TOPPS COMPANY, INC.
REGISTRANT
/s/ Catherine Jessup
Vice President-Chief Financial
Officer
July 22, 1998
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