UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. __ ) *
The Topps Company, Inc.
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(Name of Issuer)
Common Stock, $0.01 Par Value
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(Title of Class of Securities)
890786106
--------------------------------------------
(CUSIP Number)
August 8, 2007
-------------------------------------------------------
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this
Schedule is filed:
[ ] Rule 13d-1(b)
[X] Rule 13d-1(c)
[ ] Rule 13d-1(d)
* The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter the
disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the ACT
but shall be subject to all other provisions of the Act (however, see the
Notes).
Potential persons who are to respond to the collection of information contained
in this form are not required to respond unless the form displays a currently
valid OMB control number.
Page 1 of 7 pages
CUSIP No. 890786106
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1. Names of Reporting Persons. Plainfield Special Situations Master Fund
Limited
I.R.S. Identification Nos. of above persons (entities only). 98-0451872
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2. Check the Appropriate Box if a Member of a Group (See Instructions)
(a) [ ]
(b) [ ]
--------------------------------------------------------------------------------
3. SEC Use Only
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4. Citizenship or Place of Organization
Cayman Islands
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Number of 5. Sole Voting Power 2,697,795
Shares Bene- --------------------------------------------------------
ficially owned 6. Shared Voting Power 0
by Each --------------------------------------------------------
Reporting 7. Sole Dispositive Power 2,697,795
Person With: --------------------------------------------------------
8. Shared Dispositive Power 0
--------------------------------------------------------------------------------
9. Aggregate Amount Beneficially Owned by Each Reporting Person
2,697,795
--------------------------------------------------------------------------------
10. Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions)
[ ]
--------------------------------------------------------------------------------
11. Percent of Class Represented by Amount in Row (9)
6.96%
--------------------------------------------------------------------------------
12. Type of Reporting Person (See Instructions)
CO
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Page 2 of 7 pages
CUSIP No. 890786106
--------------------------------------------------------------------------------
1. Names of Reporting Persons. Plainfield Asset Management LLC
I.R.S. Identification Nos. of above persons (entities only). 20-2332356
--------------------------------------------------------------------------------
2. Check the Appropriate Box if a Member of a Group (See Instructions)
(a) [ ]
(b) [ ]
--------------------------------------------------------------------------------
3. SEC Use Only
--------------------------------------------------------------------------------
4. Citizenship or Place of Organization
Delaware
--------------------------------------------------------------------------------
Number of 5. Sole Voting Power 2,697,795
Shares Bene- --------------------------------------------------------
ficially owned 6. Shared Voting Power 0
by Each --------------------------------------------------------
Reporting 7. Sole Dispositive Power 2,697,795
Person With: --------------------------------------------------------
8. Shared Dispositive Power 0
--------------------------------------------------------------------------------
9. Aggregate Amount Beneficially Owned by Each Reporting Person
2,697,795
--------------------------------------------------------------------------------
10. Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions)
[ ]
--------------------------------------------------------------------------------
11. Percent of Class Represented by Amount in Row (9)
6.96%
--------------------------------------------------------------------------------
12. Type of Reporting Person (See Instructions)
OO
--------------------------------------------------------------------------------
Page 3 of 7 pages
CUSIP No. 890786106
--------------------------------------------------------------------------------
1. Names of Reporting Persons. Max Holmes
I.R.S. Identification Nos. of above persons (entities only).
--------------------------------------------------------------------------------
2. Check the Appropriate Box if a Member of a Group (See Instructions)
(a) [ ]
(b) [ ]
--------------------------------------------------------------------------------
3. SEC Use Only
--------------------------------------------------------------------------------
4. Citizenship or Place of Organization
United States
--------------------------------------------------------------------------------
Number of 5. Sole Voting Power 2,697,795
Shares Bene- --------------------------------------------------------
ficially owned 6. Shared Voting Power 0
by Each --------------------------------------------------------
Reporting 7. Sole Dispositive Power 2,697,795
Person With: --------------------------------------------------------
8. Shared Dispositive Power 0
--------------------------------------------------------------------------------
9. Aggregate Amount Beneficially Owned by Each Reporting Person
2,697,795
--------------------------------------------------------------------------------
10. Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions)
[ ]
--------------------------------------------------------------------------------
11. Percent of Class Represented by Amount in Row (9)
6.96%
--------------------------------------------------------------------------------
12. Type of Reporting Person (See Instructions)
IN
--------------------------------------------------------------------------------
Page 4 of 7 pages
Item 1.
(a) The name of the issuer is The Topps Company, Inc. (the "Issuer").
(b) The principal executive office of the Issuer is located at One
Whitehall Street, New York, New York 10004.
Item 2.
(a) This Schedule 13G (the "Statement") is being filed jointly on behalf of
the following persons (collectively, the "Reporting Persons"):
Plainfield Special Situations Master Fund Limited, a Cayman Islands
corporation ("Master Fund"), Plainfield Asset Management LLC, a
Delaware limited liability company ("Asset Management") and Max Holmes,
an individual. The Reporting Persons may be deemed to be a "group"
within the meaning of Rule 13d-5 promulgated under the Securities
Exchange Act of 1934, as amended. The filing of this Statement,
however, shall not be construed as an admission by any of the Reporting
Persons that a "group" exists or that any of the Reporting Persons is a
beneficial owner of any securities other than those directly held by
such Reporting Person.
(b) The Principal Business Office of the Reporting Persons is 55 Railroad
Avenue, Greenwich, CT 06830.
(c) For citizenship information for the Reporting Persons see item 4 of the
cover sheet of each Reporting Person.
(d) This Statement relates to the Common Stock, $0.01 par value (the
"Common Stock") of the Issuer.
(e) The CUSIP Number of the Common Stock of the Issuer is 890786106.
Item 3. If this statement is filed pursuant to ss.ss.240.13d-1(b), or
240.13d-2(b) or (c), check whether the person filing is a:
(a) [ ] Broker or dealer registered under section 15 of the Act (15 U.S.C.
78o).
(b) [ ] Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).
(c) [ ] Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C.
78c).
(d) [ ] Investment company registered under section 8 of the Investment Company
Act of 1940 (15 U.S.C. 80a-8).
(e) [ ] An investment adviser in accordance with ss.240.13d-1(b)(1)(ii)(E);
(f) [ ] An employee benefit plan or endowment fund in accordance with
ss.240.13d-1(b)(1)(ii)(F);
(g) [ ] A parent holding company or control person in accordance with
ss.240.13d-1(b)(1)(ii)(G);
(h) [ ] A savings associations as defined in Section 3(b) of the Federal
Deposit Insurance Act (12 U.S.C. 1813);
(i) [ ] A church plan that is excluded from the definition of an investment
company under section 3(c)(14) of the Investment Company Act of 1940
(15 U.S.C. 80a-3);
(j) [ ] Group, in accordance with ss.240.13d-1(b)(1)(ii)(J);
Item 4. Ownership.
See Items 5-9 and 11 on the cover page for each Reporting Person. The ownership
listed on the cover page includes ownership by the Reporting Persons as of
August 8, 2007 of 2,697,795 shares of Common Stock of the Issuer. The percentage
ownership listed on the cover page has been calculated in accordance with ss.
240.13d-3(d)(1) and is based upon 38,764,650 shares of the Issuer's Common Stock
outstanding on July 16, 2007, as reported in the Issuer's Quarterly Report on
Form 10-Q for the quarter ended June 2, 2007.
The Common Stock was purchased by Master Fund. Master Fund is a private
investment vehicle formed for the purpose of investing and trading in a wide
variety of securities and financial instruments. Asset Management is the Manager
of Master Fund. Max Holmes is the chief investment officer of Asset Management.
----------------
Instruction. For computations regarding securities which represent a right to
acquire an underlying security see ss.240.13d-3(d)(1).
Page 5 of 7 pages
Item 5. Ownership of Five Percent or Less of a Class
If this statement is being filed to report the fact that as of the date hereof
the reporting person has ceased to be the beneficial owner of more than five
percent of the class of securities, check the following [ ].
Instruction: Dissolution of a group requires a response to this item.
Item 6. Ownership of More than Five Percent on Behalf of Another Person.
If any other person is known to have the right to receive or the power to direct
the receipt of dividends from, or the proceeds from the sale of, such
securities, a statement to that effect should be included in response to this
item and, if such interest relates to more than five percent of the class, such
person should be identified. A listing of the shareholders of an investment
company registered under the Investment Company Act of 1940 or the beneficiaries
of employee benefit plan, pension fund or endowment fund is not required.
Item 7. Identification and Classification of the Subsidiary Which Acquired the
Security Being Reported on By the Parent Holding Company.
If a parent holding company or control person has filed this schedule, pursuant
to Rule 13d-1(b)(ii)(G), so indicate under Item 3(g) and attach an exhibit
stating the identity and the Item 3 classification of the relevant subsidiary.
If a parent holding company or control person has filed this schedule pursuant
to Rule 13d-1(c) or Rule 13d-1(d), attach an exhibit stating the identification
of the relevant subsidiary.
EXHIBIT ATTACHED [ ]
Item 8. Identification and Classification of Members of the Group
If a group has filed this schedule pursuant to Rule 13d-1(b)(1)(ii)(J), so
indicate under Item 3(j) and attach an exhibit stating the identity and Item 3
classification of each member of the group. If a group has filed this schedule
pursuant to Rule 13d-1(c) or Rule 13d-1(d), attach an exhibit stating the
identity of each member of the group.
Item 9. Notice of Dissolution of Group
Notice of dissolution of a group may be furnished as an exhibit stating the date
of the dissolution and that all further filings with respect to transactions in
the security reported on will be filed, if required, by members of the group, in
their individual capacity. See Item 5.
EXHIBIT ATTACHED [ ]
Item 10. Certification
By signing below I certify that, to the best of my knowledge and belief, the
securities referred to above were not acquired and are not held for the purpose
of or with the effect of changing or influencing the control of the issuer of
the securities and were not acquired and are not held in connection with or as a
participant in any transaction having that purpose or effect.
Page 6 of 7 pages
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.
Dated: August 17, 2007
PLAINFIELD SPECIAL SITUATIONS MASTER FUND
LIMITED
By: /s/ THOMAS X. FRITSCH
------------------------------------
Thomas X. Fritsch
Authorized Individual
PLAINFIELD ASSET MANAGEMENT LLC
By: /s/ THOMAS X. FRITSCH
------------------------------------
Thomas X. Fritsch
Managing Director and General Counsel
MAX HOLMES
By: /s/ THOMAS X. FRITSCH
------------------------------------
Thomas X. Fritsch
Attorney-in-Fact*
* Duly authorized pursuant to Power of Attorney, dated February 1, 2007, by and
on behalf of Max Holmes, appointing Thomas X. Fritsch as his attorney-in-fact,
included as Exhibit A to this Schedule 13G.
The original statement shall be signed by each person on whose behalf the
statement is filed or his authorized representative. If the statement is signed
on behalf of a person by his authorized representative other than an executive
officer or general partner of the filing person, evidence of the
representative's authority to sign on behalf of such person shall be filed with
the statement, provided, however, that a power of attorney for this purpose
which is already on file with the Commission may be incorporated by reference.
The name and any title of each person who signs the statement shall be typed or
printed beneath his signature.
Note: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See ss.240.13d-7 for other
parties for whom copies are to be sent.
Attention: Intentional misstatements or omissions of fact constitute Federal
criminal violations (See 18 U.S.C. 1001)
Page 7 of 7 pages
EXHIBIT A
LIMITED POWER OF ATTORNEY
KNOW ALL BY THESE PRESENTS, that the undersigned hereby constitutes Thomas X.
Fritsch, as the undersigned's true and lawful attorney-in-fact, limited solely
to the following purposes, to:
(1) execute for and on the undersigned's behalf (i) Forms 3, 4 and 5
(including any amendments thereto) which may be required to be filed with the
Securities and Exchange Commission ("SEC") in accordance with Section 16(a) of
the Securities Exchange Act of 1934 and the rules thereunder, (ii) Schedules 13G
and 13D (including any amendments thereto) which may be required to be filed in
accordance with Sections 13(d) and 13(g) of the Securities Exchange Act of 1934
and the rules thereunder, and (iii) a Form ID (including any amendments thereto)
and any other documents necessary or appropriate to obtain codes and passwords
enabling the undersigned to make electronic filings with the SEC of reports,
with respect to the undersigned's beneficial ownership of and transactions in
reportable securities;
(2) do and perform any and all acts for and on the undersigned's
behalf, which may be necessary or desirable, to complete, execute and file any
such Form 3, 4 or 5, Schedule 13G or 13D, Form ID or any forms necessary to
obtain or renew such SEC access codes; and
(3) take any other action of any type whatsoever in connection with the
foregoing which, in the opinion of such attorney-in-fact, may be of benefit to,
in the best interest, or legally required by the undersigned, it being
understood that the documents executed by such attorney-in-fact on the
undersigned's behalf of pursuant to this Power of Attorney shall be in such form
and shall contain such terms and conditions as such attorney-in-fact may approve
in his or her discretion.
The undersigned hereby grants to such attorney-in-fact full power and authority
to do and perform all and every act and thing whatsoever requisite, necessary
and proper to be done in the exercise of any of the rights and powers herein
granted, as fully to all intents and purposes as the undersigned might or could
do if personally present, with full power of substitution or revocation, hereby
ratifying and confirming all that such attorney-in-fact, or his or her
substitute or substitutes, shall lawfully do or cause to be done by virtue of
this Power of Attorney and the rights and powers herein granted. The undersigned
acknowledges that the foregoing attorney-in-fact, in serving in such capacity at
the request of the undersigned, is not assuming any of the undersigned's
responsibilities to comply with Section 16 or Section 13 of the Securities
Exchange Act of 1934.
Photographic copies of this Power of Attorney shall have the same force and
effect as the original. This Power of Attorney shall remain in full force and
effect until the undersigned is no longer required to file Forms 3, 4, and 5 or
Schedules 13D or 13G with respect to the undersigned's beneficial ownership of
and transactions in reportable securities, unless earlier revoked by the
undersigned (a) automatically upon the undersigned's death, (b) automatically
upon the attorney-in-fact being notified of the undersigned's disability, (c)
automatically upon the attorney-in-fact no longer being employed by Plainfield
Asset Management LLC or (d) upon a signed written revocation delivered to the
foregoing attorney-in-fact.
IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney
to be executed as of this 1st day of February, 2007.
/s/ Max Holmes
----------------------------
MAX HOLMES
STATE OF CONNECTICUT
COUNTY OF FAIRFIELD
This document was acknowledged before me on February 1, 2007 by Max Holmes.
/s/ Theresa Lowe
----------------------------
Notary Public
EXHIBIT B
JOINT FILING AGREEMENT PURSUANT TO RULE 13D-1(K)(1)
This agreement is made pursuant to Rule 13d-1(k)(1) under the Securities
Exchange Act of 1934, as amended (the "Act") by and among the parties listed
below, each referred to herein as a "Joint Filer." The Joint Filers agree that a
statement of beneficial ownership as required by Section 13(d) of the Act and
the Rules thereunder may be filed on each of their behalf on Schedule 13D or
Schedule 13G, as appropriate, and that said joint filing may thereafter be
amended by further joint filings. The Joint Filers state that they each satisfy
the requirements for making a joint filing under Rule 13d-1.
Dated: August 17, 2007
PLAINFIELD SPECIAL SITUATIONS MASTER FUND
LIMITED
By: /s/ THOMAS X. FRITSCH
-------------------------------------
Thomas X. Fritsch
Authorized Individual
PLAINFIELD ASSET MANAGEMENT LLC
By: /s/ THOMAS X. FRITSCH
-------------------------------------
Thomas X. Fritsch
Managing Director and General Counsel
MAX HOLMES
By: /s/ THOMAS X. FRITSCH
-------------------------------------
Thomas X. Fritsch
Attorney-in-Fact*
* Duly authorized pursuant to Power of Attorney, dated February 1, 2007, by and
on behalf of Max Holmes, appointing Thomas X. Fritsch as his attorney-in-fact,
included as Exhibit A to the Schedule 13G to which this Joint Filing Agreement
is attached.