Edgar Filing: TOPPS CO INC

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934

Filed by the Registrant _X_
Filed by a Party other than the Registrant
Check the appropriate box:
___ Preliminary Proxy Statement
___ Confidential, for Use of the Commission Only
(as permitted by Rule 14a-6(e)(2))
___ 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 Statement,
if other than the Registrant)

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_X_ No fee required.
___ Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

(1) Title of each class of securities to which transaction applies:
____________________________________________________________________
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(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):
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___ 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:
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VOTE BY INTERNET - www.proxyvote.com
Use the Internet to transmit your voting instructions and for electronic
delivery of information up until 11:59 P.M. Eastern Time the day before the
cut-off date or meeting date. Have your proxy card in hand when you access the
web site. You will be prompted to enter your 12-digit Control Number which is
located below to obtain your records and to create your electronic voting ins-
truction form.

VOTE BY PHONE - 1-800-690-6903
Use any touch-tone telephone to transmit your voting instruction up until 11:59
P.M. Eastern Time the day before the cut-off date or meeting date. Have your
proxy card in hand when you call. You will be prompted to enter your 12-digit
Control Number which is located below and then follow the simple instructions
the Vote Voice provides you.

VOTE BY MAIL -
Mark, sign, and date your proxy card and return it in the postage-paid envelope
we have provided or return it to the The Topps Company, Inc., c/o ADP, 51
Mercedes Way, Edgewood, NY 11717.

TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK IN AS FOLLOWS: TOPPS1 KEEP THIS PORTION FOR YOUR RECORDS
------------------------------------------------------------------------------------------------------------------
DETACH AND RETURN THIS PORTION ONLY

THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.

THE TOPPS COMPANY, INC.
(Please read both sides before signing)

The Board of Directors recommends a vote FOR all
nominees for director and FOR items 2 and 3.

The undersigned authorizes and instructs
said proxies to vote as follows: For Withhold For All To withhold authority to vote, mark
All All Except "For All Except" and write the
nominee's number on the line below
ELECTION OF DIRECTORS
1. 01) Stephen D. Greenberg, 02) Ann Kirschner
and 03) Richard Tarlow ___ ___ ___ __________________________________

Vote On Proposals For Against Abstain
2. To ratify and approve the Amendment and ___ ___ ___
Restatement of the Company's 1994 Non- /__/ /__/ /__/
Employee Directors Stock Option Plan.

3. To ratify the appointment of Deloitte
& Touche LLP as independent auditors for
The Topps Company, Inc. for the fiscal ___ ___ ___
year ending March 1, 2003 /__/ /__/ /__/

Please sign exactly as your name appears above.

_______________________________________ ________________________________
/______________________________/_______/ /________________________/______/
Signature(PLEASE SIGN WITHIN BOX) Date Signature (Joint Owners) Date

---------------------------------------------------------------------------------------------------------------

PROXY
THE TOPPS COMPANY, INC.

The undersigned hereby appoints ARTHUR T. SHORIN and SCOTT A. SILVERSTEIN, each of them, the attorneys
and proxies of the undersigned, with full power of substitution, to vote on beheft 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 J.P. Morgan Chase & Co., 270 Park Avenue, New York, NY
on June 27, 2002 at 10:30 a.m.(local time)and at any adjournments thereof, hereby revoking any proxy hereto-
fore given with respect to such stock.

This Proxy when properly executed will be voted in the manner directed herein and in the discretion
of the aforementioned proxies on all other matters which may properly come before the meeting. If no
instructions to the contrary is indicated, this Proxy will be voted FOR all nominees for director and FOR
Items 2 and 3.

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.
---------------------------------------------------------------------------------------------------------------

THE TOPPS COMPANY, INC.

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
JUNE 27, 2002

To the Stockholders of
THE TOPPS COMPANY, INC.

I am pleased to invite you 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 J.P. Morgan Chase & Co., 270 Park Avenue, New
York, New York, on June 27, 2002 at 10:30 A.M., Eastern Standard time, for the
following purposes:

1. To elect three directors to serve for three-year terms until the
annual meeting of stockholders to be held in the year 2005;

2. To ratify and approve the Amendment and Restatement of the Company's
1994 Director Stock Option Plan;

3. 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 1, 2003; 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, 2002 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, President and
Chief Executive Officer

Dated: May 31, 2002

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.

THE TOPPS COMPANY, INC.

One Whitehall Street
New York, New York 10004

PROXY STATEMENT

GENERAL

The Board of Directors of The Topps Company, Inc. (the "Company") is
furnishing this proxy statement (the "Proxy Statement") to all stockholders of
record so that they will submit their proxies to be voted at the Annual Meeting
of stockholders of the Company (the "Annual Meeting") and at any adjournment or
postponement of the annual meeting. The Annual Meeting will be held at J.P.
Morgan Chase & Co., 270 Park Avenue, New York, New York, on June 27, 2002 at
10:30 A.M., Eastern Standard time. A copy of the Company's Annual Report to
Stockholders for the fiscal year ended March 2, 2002 is being mailed to all
stockholders with this Proxy Statement. The annual report is also available on
the internet at www.topps.com. The approximate mailing date of this Proxy
Statement is May 31, 2002.

Proxy Information
-----------------

Proxies in the form enclosed are being solicited by, or on behalf of, the
Company's Board of Directors (the "Board of Directors"). The persons named in
the accompanying form of proxy have been designated as proxies by the Board of
Directors.

All proxies received as a result of this request will be voted (except as
to matters where authority to vote is specifically withheld). Where the proxy
asks that a stockholder choose for or against a proposal, the proxy will be
voted in accordance with the stockholder's choice. If no choice is indicated on
the proposals, the Board of Directors will vote on behalf of the persons named
in the proxy: (i) for the nominees for election as directors of the Company
listed herein, (ii) for the ratification and approval of the Amendment and
Restatement of the Company's 1994 Non-Employee Director Stock Option Plan (as
amended and restated, the "Amended Directors Plan") and (iii) for the
ratification of the appointment by the Board of Directors of Deloitte & Touche
LLP as auditors for the Company for the fiscal year ending March 1, 2003. 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 at the
discretion of the proxies.

Stockholders who submit proxies may revoke them at any time before they are
voted by written notice to the Company by either submitting a new proxy or by
personal ballot at the Annual Meeting.

Record Date and Voting
----------------------

As of May 15, 2002, the Company had outstanding 41,913,151 shares of common
stock, par value $.01 per share ("Common Stock"), entitled to be voted at the
Annual Meeting. Each share is 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, 2002 will be entitled to vote at the Annual Meeting. If your shares are
registered directly in your name with the Company's transfer agent, Mellon
Investor Services, you are considered with respect to those shares the
stockholder of record, and these proxy materials are being sent directly to you.
As the stockholder of record, you have the right to submit your voting proxy
directly to the Company using the enclosed proxy card or to vote in person at
the Annual Meeting.

If your shares are held in a stock brokerage account or by a bank or other
nominee, you are considered the beneficial owner of shares held in "street
name". These proxy materials are being forwarded to you by your broker who is
considered, with respect to those shares, the stockholder of record. As the
beneficial owner, you have the right to direct your broker to vote your shares,
and your broker or nominee has enclosed a voting instruction card for you to
use. You are also invited to attend the Annual Meeting; however, since you are
not the stockholder of record, you may not vote these shares in person at the
meeting.

Under Delaware law and the Company's bylaws, the presence of a quorum is
required to transact business at the Annual Meeting. A quorum is defined as the
presence, either in person or by proxy, of a majority of the shares entitled to
vote. Proxies marked "abstain" will be included in determining a quorum. On
routine matters, brokers who hold customer shares in "street name" but have not
timely received voting instructions from their customers have discretion to vote
such shares. Since all of the matters to be voted upon at the Annual Meeting are
routine, the presence of such shares will be included in determining whether a
quorum is present.

Under Delaware law and the Company's bylaws, proposals must be approved by
the affirmative vote of a majority or, in the case of the election of directors,
a plurality, of the shares present, either in person or by proxy, at the Annual
Meeting and entitled to vote. Accordingly, abstentions will have the same effect
as votes "against" a proposal, whereas instructions to withhold voting on the
election of any nominee for director will have no effect on the outcome of the
vote.

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 15, 2002 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 person designated in the section of this Proxy Statement captioned
"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.

Amount and Nature Percentage
of Beneficial of Shares
Name of Beneficial Owner Ownership Outstanding(1)
________________________________________________________________________________

Arthur T. Shorin (2)(3) 3,225,489 7.5%
Ronald L. Boyum (4) 84,500 *
Allan A. Feder (2)(5) 101,000 *
Ira Friedman (6) 87,500 *
Stephen D. Greenberg (7) 180,000 *
Ann Kirschner (8) 51,000 *
David M. Mauer (9) 118,000 *
Edward D. Miller (10)(11) 17,000 *
Jack H. Nusbaum (12) 136,000 *
John Perillo (13) 176,167 *
Scott A. Silverstein (2)(14) 246,000 *
Richard Tarlow (15) 51,000 *
Stanley Tulchin (16) 153,175 *
Private Capital Management, Inc.(17)
8889 Pelican Bay Blvd. 7,507,674 17.9%
Naples, Florida 34103
Royce & Associates LLC (18)
1414 Avenue of the Americas 4,278,100 10.2%
New York, New York 10019
Merrill Lynch & Co., Inc. (19)
Merrill Lynch Investment Mangers (MLIM)
World Financial Center 2,409,921 5.8%
250 Vesey Street
New York, New York 10381
All directors and executive officers
as a group (19 persons) 5,732,224 12.9%
_______________
*less than 1.0%

(1) Pursuant to regulations of the Securities and Exchange Commission, shares
are deemed to be "beneficially owned" by a person if such person directly
or indirectly has or shares the power to vote or dispose of such shares, or
has the right to acquire the power to vote or dispose of such shares within
60 days, including any right to acquire through the exercise of any option,
warrant or right.

(2) Does not include 50,000, 1,378 and 20,702 shares of Common Stock owned by
immediate family members of each of Messrs. Shorin, Feder and Silverstein,
respectively. Messrs. Shorin, Feder and Silverstein disclaim beneficial
ownership of such shares.

(3) Includes 932,500 shares of Common Stock issuable upon exercise of options.

(4) Includes 74,500 shares of Common Stock issuable upon exercise of options.

(5) Includes 61,000 shares of Common Stock issuable upon exercise of options.

(6) Includes 70,500 shares of Common Stock issuable upon exercise of options.

(7) Includes 89,000 shares of Common Stock issuable upon exercise of options.

(8) Includes 51,000 shares of Common Stock issuable upon exercise of options.

(9) Includes 89,000 shares of Common Stock issuable upon exercise of options.

(10) Appointed to The Board of Directors to serve out the remainder of Mr. Wm.
Brian Little's term effective June 4, 2001.

(11) Includes 17,000 shares of Common Stock issuable upon exercise of options.

(12) Includes 78,000 shares of Common Stock issuable upon exercise of options.

(13) Includes 154,500 shares of Common Stock issuable upon exercise of options.

(14) Includes 236,000 shares of Common Stock issuable upon exercise of options.

(15) Includes 51,000 shares of Common Stock issuable upon exercise of options.

(16) Includes 78,000 shares of Common Stock issuable upon exercise of options.

(17) Based upon a Schedule 13G filed on February 15, 2002 with the SEC by
Private Capital Management, Inc.

(18) Based upon a Schedule 13G filed on May 7, 2002 with the SEC by Royce &
Associates, LLC.

(19) Based upon a Schedule 13G filed on January 30, 2002 with the SEC by Merrill
Lynch and Co. Inc.

ELECTION OF DIRECTORS

There are currently nine members of the Board of Directors which is divided
into three classes (each with three members), with each class serving for a
period of three years. One class of directors is elected by the stockholders
annually. This year, Messrs. Stephen D. Greenberg, Richard Tarlow and Dr. Ann
Kirschner have been nominated to stand for re-election for a term that expires
at the annual meeting of stockholders to be held in the year 2005.

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 designate substitute nominees, unless the Board of Directors by
resolution provides for a lesser number of directors. In this event, the proxy
holders 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.

Director of the
Business Experience Company or its
During Past 5 Years, Predecessors
Name Age and Other Information Since
----------------------------------------------------------------------------------------------------------------------------
Nominees to Serve in Office Until 2005

Managing Director, Allen & Company, Incorporated since January
2002. Chairman of Fusient Media Ventures, Inc. from January 2000
through December 2001. Private Investor from November 1998 to
Stephen D. Greenberg December 1999. President of Classic Sports Network, Inc. from 1993
November 1993 through October 1998. Mr. Greenberg is 53 years of
age.

Chief Executive Officer and President of FATHOM (the first
interactive knowledge network) since 1999. Dr. Kirschner was Vice
President of Programming and Media Development for the National
Ann Kirschner Football League from November 1994 through January 1999. Dr. 1999
Kirschner is also on the Board of Directors of New York New Media
Association. Dr. Kirschner is 51 years of age.

Chairman of Carlson & Partners (an advertising agency) since 1988.
Mr. Tarlow was President of Tarlow Advertising, a division of
Richard Tarlow Revlon Inc., from 1987 to 2000 and Executive Vice President of 1999
Revlon Inc. from 1988 to 2000. Mr. Tarlow is 60 years of age.

Directors to Continue in Office Until
2004
An independent business consultant for more than the past five
years and Chief Executive Officer of Vitarroz Corporation (a
Allan A. Feder proprietary brand food company) from 1988 to 2000. Mr. Feder is 1992
also a director of Edward Don & Co., Inc. Mr. Feder is 70 years of
age.

An independent business consultant as of July 2001. Served as
President and Chief Executive Officer of Riddell Sports Inc. from
David M. Mauer 1993 until June 2001. Mr. Mauer is also a member of the CEO 1996
Council of the National Center for Missing and Exploited Children.
Mr. Mauer is 53 years of age.

Chairman of the New York law firm of Willkie Farr & Gallagher and
a partner in that firm for more than thirty years. Mr. Nusbaum is
also a director of W. R. Berkley Corporation; Neuberger Berman,
Jack H. Nusbaum Inc.; Pioneer Companies, Inc.; Prime Hospitality Corp.; Strategic 1992
Distribution, Inc.; and Hirschl & Adler Galleries, Inc. Mr.
Nusbaum is 61 years of age.

Directors to Continue in Office Until
2003
Chairman of the Board and Chief Executive Officer of the Company
and its predecessor since 1980. Mr. Shorin was appointed the
Arthur T. Shorin President of the Company in November 1997. Mr. Shorin is the 1960
father-in-law of Scott A. Silverstein, an executive officer of the
Company. Mr. Shorin is 66 years of age.

Member of the Supervisory Board and Senior Advisor to the Chief
Executive Officer of AXA Group since July 2001. Mr. Miller served
as President and Chief Executive Officer of AXA Financial, Inc. from
August 1997 through June 2001. Mr. Miller was Senior Vice Chairman
Edward D. Miller of the Chase Manhattan Corporation from 1996 through July 1997. 2001
Mr. Miller is also a director of Keyspan Corp. and Chairman of the
Board of Directors of Phoenix House. Mr. Miller is 61 years of age.

Chairman of Stanley Tulchin Associates, Inc. (a commercial collection
agency) since 1955. Mr. Tulchin has also been Chairman and Chief
Stanley Tulchin Executive Officer of Reprise Capital Corporation (a venture capital 1987
fund) for more than the past five years. Mr.Tulchin is 75 years of age.

The Board of Directors met six times during the fiscal year ended March 2,
2002. Each of the directors who served during such period, except for Dr.
Kirschner, 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.

Compensation Committee
----------------------

The Company has a Compensation Committee responsible for recommending
officers' remuneration and administering The Topps Company, Inc. 2001 Stock
Incentive Plan (the "Stock Incentive Plan"), the 1996 Stock Option Plan and the
1987 Stock Option Plan. The members of the Compensation Committee for the fiscal
year ended March 2, 2002 were Messrs. Richard Tarlow and Stanley Tulchin,
neither of whom is an employee of the Company. The Compensation Committee held
five meetings during the fiscal year ended March 2, 2002.

Audit Committee
---------------

The Audit Committee is responsible for overseeing the Company's accounting
functions and internal controls and for recommending to the Board of Directors,
subject to stockholder ratification, the selection of the Company's independent
accountants. The Audit Committee is composed of independent directors of the
Company, as defined by Rule 4200(a)(14) of the National Association of
Securities Dealers' listing standards, and acts pursuant to a written charter
adopted by the Board of Directors. The members of such committee for the fiscal
year ended March 2, 2002 were Messrs. Allan A. Feder, Stephen D. Greenberg,
David M. Mauer and Stanley Tulchin. During the fiscal year ended March 2, 2002,
there were two meetings of the Audit Committee. Effective April 15, 2002, Mr.
Mauer resigned from the Audit Committee as he has accepted a position as Special
Consultant to the Company. None of the current members of the Audit Committee
are employees of the Company.

The Company does not have a nominating committee.

Section 16(a) Beneficial Ownership Reporting Compliance
-------------------------------------------------------

The Company's executive officers, directors and ten percent stockholders
are required under the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), to file reports of ownership and changes in ownership with the
SEC. Based solely upon its review of the copies of reports furnished to the
Company through the date hereof, or written representations that no reports were
required to be filed, except as stated below, 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 March 2,
2002.

Michael J. Drewniak, an executive officer of the Company, failed to timely
report on Form 4 the exercise of 6,000 options on June 2, 2000, the sale of the
resulting 6,000 shares of Common Stock on June 28, 2001, and the exercise of
6,000 options on June 28, 2001. Mr. Drewniak filed a Form 4 disclosing these
transactions on July 27, 2001. Ira Friedman, an executive officer of the
Company, failed to timely report on Form 4 the exercise of 15,416 options on
March 27, 2000. Mr. Friedman filed a Form 4 disclosing this transaction on May
8, 2001.

Compensation of Directors
-------------------------

For the fiscal year ended March 2, 2002, pursuant to the Amended Directors
Plan, each of Mr. Allan A. Feder, Mr. Stephen D. Greenberg, Dr. Ann Kirschner,
Mr. David M. Mauer, Mr. Edward D. Miller, Mr. Jack H. Nusbaum, Mr. Richard
Tarlow and Mr. Stanley Tulchin, none of whom is an employee of the Company,
received options to purchase 17,000 shares of Common Stock at a price of
$10.9375 per share. These options become exercisable on June 27, 2002 and have a
term of ten years from the date of grant.

Directors who are also officers of the Company are not compensated for
their duties as a director.

EXECUTIVE COMPENSATION

The following table sets forth for each of the last three fiscal years
information regarding the compensation of (i) the Company's Chief Executive
Officer, (ii) the four other most highly compensated persons who were executive
officers at the end of the fiscal year ended March 2, 2002 and (iii) any other
person who would have been among the four other most highly compensated but was
not an executive officer at the end of the last fiscal year (each, a "Named
Executive Officer").

Summary Compensation Table (1)
------------------------------

Long Term
Annual Compensation Compensation Awards
------------------------------------------------------
Fiscal Securities
Year Salary(2) Bonus Underlying Options/
Name and Principal Position Ended ($) ($) SARs (#)
--------------------------------------------------------------------------------------

Arthur T. Shorin
Chairman, President and Chief 2002 960,130 1,076,078 (3) --
Executive Officer 2001 838,082 502,849 --
2000 822,269 493,361 250,000
Ronald L. Boyum
Vice President--Marketing and 2002 286,000 171,612 --
Sales and General Manager 2001 277,308 166,385 11,000
Confectionery 2000 263,539 158,123 35,000

Scott A. Silverstein(4)
Executive Vice Present 2002 260,442 156,265 --
2001 245,962 147,534 60,000
2000 207,012 124,096 45,000

John Perillo
Vice President--Operations 2002 248,471 149,083 --
2001 238,981 143,388 12,000
2000 227,385 136,431 25,000

Ira Friedman
Vice President--Publishing 2002 236,028 141,617 --
and New Product Development 2001 225,316 135,190 12,000
2000 210,507 126,304 30,000

(1) Because none of the Named Executive Officers received (a) perquisites and
other personal benefits (including, for certain of the Named Executive
Officers, medical reimbursements, moving expenses and car use allowances)
in excess of the lesser of $50,000 or 10% of such officer's annual salary
and bonus, (b) any other compensation required to be reported or (c) any
restricted stock awards, the columns entitled "Other Annual Compensation,"
"Restricted Stock Awards," "LTIP Payouts" and "All Other Compensation" are
inapplicable and have therefore been omitted from the table.

(2) The Company's fiscal year ended March 3, 2001 consisted of 53 weeks, while
the two other fiscal years in the table contained 52 weeks. Therefore,
salary levels for the fiscal year ended March 3, 2001 reflect an additional
one week's salary.

(3) Includes payment of extension bonus of $500,000 under Mr. Shorin's
employment agreement for agreeing to extend the terms of his employment.

(4) Mr. Silverstein is the son-in-law of Mr. Shorin.

Option/SAR Grants in Last Fiscal Year
-------------------------------------

There were no stock options or stock appreciation rights granted in the
fiscal year ended March 2, 2002 to the Named Executive Officers.

Aggregate 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 March 2, 2002 and the number and value
of unexercised options and SARs held at fiscal year end by each of the Named
Executive Officers.

(a) (b) (c) (d) (e)

Number of Securities Value of Unexercised
Underlying Unexercised In-the-Money
Options/SARs Options/SARs
at FY-End (#) at FY-End ($)
----------------------------------------------------------

Shares Acquired Value
Name on Exercise (#) Realized ($) Exercisable Unexercisable Exercisable Unexercisable
-------------------------------------------------------------------------------------------------------------------

Arthur T. Shorin -- -- 932,500 -- 3,572,837 --
Ronald L. Boyum 60,000 411,613 159,000 5,500 344,003 468
Scott A. Silverstein -- -- 236,000 20,000 1,133,063 39,200
John Perillo 21,667 183,665 148,500 6,000 659,188 510
Ira Friedman 62,084 167,338 104,500 6,000 388,525 510

Equity Compensation Plan Information

(c) Number of securities
remaining available for
(a) Number of Securities to (b) Weighted-average future issuance under
be issued upon exercise of exercise price of equity compensation plans
outstanding options, outstanding options, (excluding securities
Plan Category warrants and rights warrants and rights reflected in column (a))
-------------------------------------------------------------------------------------------------------------------

Equity compensation plans
approved by shareholders
-Directors Plan 480,000 8.1099 125,000
-2001 Plan 3,476,127 6.7120 2,195,112
---------------------------------------------------------------------------------
TOTAL 3,956,127 6.8616 2,320,112
=================================================================================

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 contained in this Proxy Statement 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:

Annual Retirement Benefit for Specified
Years of Credited Service(1)(2)

Highest Average
Compensation(3) 15 20 25 30 35 40 50
------------------------------------------------------------------------------------------------------

$ 160,000 $ 34,865 $ 47,322 $ 60,278 $ 73,312 $ 75,010 $ 77,010 $ 81,010
$ 175,000 $ 38,615 $ 52,323 $ 66,528 $ 80,812 $ 82,727 $ 84,885 $ 89,260
$ 200,000 $ 44,865 $ 60,656 $ 76,945 $ 93,312 $ 95,540 $ 98,010 $103,010
$ 225,000 $ 51,115 $ 68,990 $ 87,362 $105,812 $108,352 $111,135 $116,760
$ 250,000 $ 57,365 $ 77,323 $ 97,779 $118,313 $121,165 $124,260 $130,510
$ 300,000 $ 69,866 $ 93,990 $118,613 $143,313 $146,790 $150,510 $158,010
$ 400,000 $ 94,866 $127,324 $160,280 $193,314 $198,040 $203,010 $213,010
$ 450,000 $107,366 $143,991 $181,114 $218,315 $223,665 $229,260 $240,510
$ 500,000 $119,867 $160,658 $201,948 $243,315 $249,290 $255,510 $268,010
$ 600,000 $144,867 $193,992 $243,615 $293,316 $300,540 $308,010 $323,010
$ 800,000 $194,868 $260,660 $326,950 $393,318 $403,040 $413,010 $433,010
$1,000,000 $244,869 $327,328 $410,285 $493,320 $505,540 $518,010 $543,010
$1,500,000 $365,040 $490,040 $615,040 $740,040 $758,790 $777,540 $815,040

(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 $160,000 at present and will be adjusted to reflect
cost-of-living increases in 2003 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, compensation in
excess of $200,000 (as adjusted to reflect cost-of-living increases) is
disregarded for purposes of determining highest average compensation of
participants in the Retirement Plan for 2002. Benefits accrued as of the
last day of the plan year beginning in 1993 on the basis of compensation in
excess of the applicable dollar limit are preserved. The $200,000 limit
will be adjusted for cost-of-living increases in 2003 and succeeding plan
years.

(3) This table includes supplemental pension benefits payable to Mr. Shorin in
excess of the limitations on compensation and benefits under the Code and
other applicable laws, pursuant to an amended and restated supplemental
pension agreement entered into as of June 1, 2001 (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 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 the $200,000 compensation limit in the case of an
executive officer other than Mr. Shorin, such compensation includes all
compensation reflected in the Summary Compensation 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 2, 2002, the persons named in the Summary Compensation Table
were credited with the following years of service: Mr. Shorin-44, Mr. Boyum-13,
Mr. Silverstein-10, Mr. Perillo-25, Mr. Friedman-14.

Employment Agreement
--------------------
Effective June 1, 2001, the Company entered into an amended and restated
employment agreement (the "Agreement") with Arthur T. Shorin, Chairman of the
Board, President and Chief Executive Officer in order to secure Mr. Shorin's
services through May 31, 2003. Mr. Shorin was paid an extension bonus of
$500,000 under the Agreement for agreeing to extend the term of his employment.
The Agreement provides for an annual base salary of $985,000 subject to increase
at the discretion of the Compensation Committee. Mr. Shorin's agreement provides
for an annual target bonus opportunity which is not less favorable than that
provided for other executive officers of the Company.

If Mr. Shorin is terminated without "Cause" or resigns for "Good Reason"
(as defined in the Agreement), he will receive a full or prorated bonus for the
year of termination (based on the time within the fiscal year that the
termination occurs) and a lump sum severance payment will be made as liquidated
damages equal to three times Mr. Shorin's base salary plus his highest annual
bonus paid for the three fiscal years ended prior to the date of termination,
and he will continue to participate in all of the Company's benefit plans for a
period of three years following such termination. In addition, all of his
unvested stock options vest and remain exercisable in accordance with their
terms.

The Agreement also requires that, in the event any payments made upon his
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
applicable tax authorities on behalf of Mr. Shorin so that his after-tax
position is the same as if the payments were not subject to an excise tax.

Mr. Shorin's Agreement also requires the Company to make annual
contributions, to an irrevocable Company trust account, of assets equal to the
present value of the supplemental pension benefits which accrue during each
fiscal year for Mr. Shorin under his Supplemental Pension Agreement. In the
event of his termination without Cause or Resignation for Good Reason, the
Agreement counts severance compensation paid to Mr. Shorin in determining
highest average compensation and credits Mr. Shorin with three additional years
of service for pension purposes.

If Mr. Shorin works until the end of the term and is not offered a two-year
extension on equivalent terms with a minimum base salary adjustment for
increases in the cost of living since June 1, 2001 and a $500,000 extension
bonus, his employment will terminate and he will be paid the severance
compensation outlined above for a termination without cause for two years
instead of three. If an extension offer meeting the foregoing terms is made and
Mr. Shorin elects to retire rather than accept the extension, Mr. Shorin will
receive the severance compensation outlined above for one year instead of three.

The Agreement also provides that if the term of the Agreement is not
extended by the Company or if Mr. Shorin retires at the end of the term, the
Company will offer Mr. Shorin a three-year post-employment consulting agreement
providing for a $350,000 annual consulting fee in return for Mr. Shorin's
continued part-time services.

Report of the Compensation Committee on Executive Compensation
--------------------------------------------------------------

The Compensation Committee is responsible for setting the Company's
compensation objectives and policies. It regularly approves compensation plans
and sets specific compensation levels for all executive officers. In addition,
the Compensation Committee administers the stock option plans and determines the
degree and extent of awards granted thereunder.

Compensation Policy

The Compensation Committee seeks to provide a total compensation package
that is competitive and intended to retain and motivate the Company's executive
officers. In structuring the compensation package for executive officers, the
Committee seeks to provide financial incentives tied to the achievement of the
Company's short-term and long-term business objectives and intended to enhance
stockholder value.

Base Salary

In setting base salary for the executive officers for fiscal 2002, the
Compensation Committee considered the base salary levels of executives with
similar responsibilities in companies of similar size, business and complexity.
The Committee also considered each executive officer's experience in his
position at the Company and his actual performance over the prior fiscal year.
Based on the above criteria, the Compensation Committee made subjective
determinations with respect to the compensation of all of the Company's
executive officers other than Mr. Shorin (whose compensation was governed by an
Employment Agreement).

Bonus Awards

For fiscal 2002, bonuses were intended to reward achievements by the
executive officers and were contingent upon the Company's financial performance
during the year. The Company's Bonus Plan for fiscal 2002 was structured to
reward executive officers for increases in the Company's operating profits.
Bonus levels for fiscal 2002 were set by the Compensation Committee after
consideration of bonus levels for executives with similar responsibilities in
companies of similar size, business and complexity. Bonus payments for fiscal
2002 reflected attainment of the maximum earnings objectives for all executive
officers.

Stock Option Awards

Long-term incentive compensation opportunities are provided through grants
of stock options under the Stock Incentive Plan. All options granted under such
Plan have exercise prices which are at least equal to the fair market value of
the Common Stock on the date of grant so as to directly align such incentive
compensation with an increase in stockholder value. Pursuant to its practice of
making discretionary grants of stock options to the Company's executive officers
the Compensation Committee elected to make no grants of stock options to any
executive officers of the Company during fiscal 2002.

Chief Executive Officer

Mr. Shorin's base salary is set under the terms of his Employment
Agreement. The increase in base salary made effective June 1, 2001 was in
recognition of the fact that Mr. Shorin's last increase in base salary occurred
in 1994. Mr. Shorin's annual performance bonus for fiscal 2002 was determined
entirely by reference to uniform, preestablished earnings targets that were
developed for all senior executives at the beginning of the fiscal year. These
targets were fully attained. Mr. Shorin's extension bonus was negotiated as part
of his employment contract.

Section 162(m)

Section 162(m) of the Code generally disallows a tax deduction to public
companies for annual compensation over $1 million paid to each of the Company's
Chief Executive Officer and four other most highly compensated executive
officers, except to the extent such compensation qualifies as
"performance-based." Only Mr. Shorin has received compensation in excess of the
Section 162(m) limits and all other compensation has been fully deductible by
the Company. While the Committee's policy has always been to pursue a strategy
of maximizing deductibility of compensation for the Named Executive Officers, it
also believes it is important to maintain the flexibility to take actions it
considers in the best interests of the Company and its stockholders, which are
necessarily based on considerations in addition to Section 162(m). In light of
the competitive market for highly qualified executives, the Company has
exercised that flexibility with respect to Mr. Shorin.

The Compensation Committee:
Richard Tarlow
Stanley Tulchin

CERTAIN RELATIONSHIPS

Jack H. Nusbaum, a director, is a partner in the law firm of Willkie Farr &
Gallagher, outside counsel to the Company. David M. Mauer, a director and member
of the Audit Committee until April 15, 2002, was President and Chief Executive
Officer of Riddell Sports Inc. until June 30, 2001, which supplied promotional
material for one of the Company's sports products. Mr. Mauer also consulted for
the Company and was paid $56,000 during the year ended March 2, 2002. Mr. Mauer
has been retained as Special Consultant to the Company for fiscal 2003 and as
such is expected to be paid approximately $250,000 during fiscal 2003. The
Compensation Committee on April 24, 2002 granted to Mr. Mauer options to
purchase 30,000 shares of common stock at a price of $10.20 per share. Richard
Tarlow, a director, is Chairman of Carlson & Partners, which produces
commercials for the Company. Carlson & Partners was paid $52,400 for its
services during the fiscal year ended March 2, 2002.

Performance Graph
-----------------

The graph set forth below shows 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 March 2, 1997 and the accumulation and reinvestment of
dividends paid thereafter through March 2, 2002.

Comparison of 5 Year Cumulative Total Return
Assumes Initial Investment of $100

1997 1998 1999 2000 2001 2002
---- ---- ---- ---- ---- ----

Topps Co Inc Return% -35.29 59.09 71.43 30.00 -1.64
Cum$ $100.00 $ 64.71 $102.94 $176.47 $229.41 $225.65

S&P 400 Midcap Return% 36.52 2.12 30.99 8.93 2.70
Cum$ $100.00 $136.52 $139.41 $182.62 $198.93 $204.30

Peer Group Only Return% 32.16 10.94 -20.86 27.29 10.49
Cum$ $100.00 $132.16 $146.61 $116.03 $147.70 $163.19
________________________________________________________________________________

Note: Data Complete through last fiscal year.
Note: Corporate Performance Graph with peer group uses peer group only
performance (excludes only company).
Note: Peer group indices use beginning of period market capitalization weighting

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).

Report of The Audit Committee of The Board of Directors
-------------------------------------------------------

The Audit Committee has reviewed and discussed with management and the
independent accountants the audited financial statements for the fiscal year
ended March 2, 2002. In addition, the Audit Committee has discussed with the
independent accountants the matters required to be discussed by the Statement on
Auditing Standards No. 61, Communications with Audit Committees, as amended, by
the Auditing Standards Board of the American Institute of Certified Public
Accountants.

The independent accountants provided to the Audit Committee the written
disclosures and the letter from the independent accountants required by
Independence Standards Board Standard No. 1, Independence Discussions with Audit
Committees, as amended. The Audit Committee has reviewed and discussed with the
independent accountants the firm's independence and has considered the
compatibility of any non-audit services with the auditors' independence.

Based on its review of the audited financial statements and the various
discussions referred to above, the Audit Committee has recommended to the Board
of Directors that the audited financial statements be included in the Company's
annual report on Form 10-K for the fiscal year ended March 2, 2002.

Audit Fees
----------

Audit fees billed to the Company by Deloitte & Touche LLP during the
Company's fiscal year ended March 2, 2002 for review of the Company's annual
financial statements and those financial statements included in the Company's
quarterly reports on Form 10-Q totaled $297,900.

Financial Information Systems Design and Implementation Fees
------------------------------------------------------------

The Company did not engage Deloitte & Touche LLP to provide advice to the
Company regarding financial information systems design or implementation during
the Company's fiscal year ended March 2, 2002.

All Other Fees
--------------

Fees billed to the Company by Deloitte & Touche LLP during the Company's
fiscal year ended March 2, 2002 for all other services rendered to the Company
totaled $270,400. Included in this number were due diligence and purchase price
allocation work related to an acquisition totaling $164,900 and a tax planning
project totaling $92,600.

April 30, 2002

Allan A. Feder
Stephen D. Greenberg
Stanley Tulchin

Proposal To Approve the Amended Directors Plan
----------------------------------------------

Description of the Amended Directors Plan
-----------------------------------------

In 1994, the Board of Directors unanimously adopted the 1994 Non-Employee
Director Stock Option Plan (the "Original Directors Plan") and the stockholders
of the Company subsequently approved the Original Directors Plan. On May 18,
1998, in connection with its decision to discontinue the practice of giving
directors who are not employees of the Company cash compensation for their
director services and to replace such cash compensation with additional options,
the Board of Directors amended and restated the Original Directors Plan and the
stockholders subsequently approved such amendment and restatement (the "Plan").

After the automatic option grant at the 2001 Annual Meeting, there were
125,000 shares of Common Stock available for the issuance of new options under
the Plan. The Board of Directors believes that the Plan is essential to the
retention and attraction of highly qualified individuals to serve as members of
the Board of Directors. In order to continue the annual grant of options under
the Plan for 2002 and future years, the Board of Directors amended and restated
the Plan (as amended and restated, the "Amended Directors Plan") as of June 27,
2002 to increase the number of shares of Common Stock available for new option
grants by an additional 200,000 shares. The Amended Directors Plan and any
options granted thereunder are subject to the approval of the stockholders of
the Company at the Annual Meeting.

The Amended Directors Plan is intended to closely align the interests of
directors with those of the Company's stockholders and to provide an inducement
to obtain and retain of qualified persons who are neither employees nor officers
of the Company to serve as members of the Board of Directors by providing them
with an equity interest in the Company and with fair and reasonable
compensation.

The following is a summary of the material features of the Amended
Directors Plan, the complete text of which was filed with the SEC along with the
Proxy Statement.

Administration
--------------

The Amended Directors Plan can be administered by either the Board of
Directors or the Compensation Committee (hereafter called the "Committee"). The
Committee currently administers the Amended Plan. The current members of the
Committee are Messrs. Tarlow and Tulchin. Members of the Committee are appointed
by and serve at the pleasure of the Board of Directors. The Committee, subject
to the provisions of the Amended Directors Plan, has the power to construe the
Amended Directors Plan, to determine all questions thereunder and to adopt and
amend such rules and regulations for the administration of the Amended Directors
Plan as it may deem desirable.

Shares Subject to the Amended Directors Plan
--------------------------------------------

As noted above, the sole reason for the amendment and restatement of the
Plan was to increase the number of shares of Common Stock which can be issued
pursuant to options granted to non-employee directors from 754,000 to 954,000.
After approval of the Amended Directors Plan, 325,000 shares will be available
for issuance. Options under the Amended Directors Plan are subject to adjustment
as described below under "Changes in Stock; Recapitalization and
Reorganization." If any options granted under the Amended Directors Plan are
surrendered before exercise or lapse without exercise, in whole or in part, the
shares reserved therefor shall revert to the status of available shares under
the Amended Directors Plan.

Eligibility; Automatic Grant of Options
---------------------------------------

Options are granted pursuant to the Amended Directors Plan only to
non-employee members of the Board of Directors. Eight persons are currently
eligible to participate in the Amended Directors Plan.

Unless action is taken by the Committee to reduce such number, each
non-employee member of the Board of Directors will automatically be granted each
year on the date of the Company's Annual Meeting of Stockholders, without
further action by the Board of Directors, options to purchase 17,000 shares of
Common Stock. None of the options granted under the Amended Directors Plan is
intended to be an "Incentive Stock Option" within the meaning of Section 422 of
the Code.

Option Price
------------

The exercise price per share of options granted under the Amended Directors
Plan is 100% of the fair market value of the Common Stock on the day prior to
the date the option is granted.

Market Value
------------

As of May 23, 2002, the closing price for the Common Stock on the Nasdaq
National Market was $11.00.

Option Duration
---------------

Options granted under the Amended Directors Plan will expire ten (10) years
from the date of option grant.

Vesting
-------

Each option granted under the Amended Directors Plan becomes exercisable
with respect to all of the underlying shares on the day preceding the date of
the Company's next Annual Meeting of Stockholders following the Annual Meeting
on which the options were granted.

Exercise of Options and Payment for Stock
-----------------------------------------

Each option granted under the Amended Directors Plan is exercisable as
provided in such option. Exercise of an option under the Amended Directors Plan
is effected by a written notice of exercise, delivered to the Company together
with payment for the shares in full, which payment may be made in part or in
full (i) in cash, (ii) by certified or cashier's check, (iii) by tendering
mature shares of Common Stock of the Company valued at fair market value, (iv)
through a brokered exercise transaction, or (v) through any combination of
payment described in (i) through (iv) above.

Effect of Termination as a Director or of Death or Disability
-------------------------------------------------------------

Options granted under the Amended Directors Plan will remain exercisable by
the optionees following their cessation of service with the Board of Directors
until the expiration of the full ten-year term, but only to the degree that such
options were exercisable at the time of such cessation.

Non-Assignability of Options
----------------------------

Options granted pursuant to the Amended Directors Plan are generally not
assignable or transferable other than by will or the laws of descent and
distribution and are exercisable during an optionee's lifetime only by the
optionee. The Committee may, either at the time of grant or thereafter, allow
for the transfer of options.

Changes in Stock; Recapitalization and Reorganization
-----------------------------------------------------

In the event that the outstanding shares of Common Stock are changed into
or exchanged for a different number or kind of shares or other securities of the
Company or of another corporation by reason of any reorganization, merger,
consolidation, recapitalization, reclassification, or in the event of a stock
split, combination of shares or dividends payable in capital stock, automatic
adjustment is made in the number and kind of shares as to which outstanding
options or portions thereof then unexercised are exercisable and in the
available shares set forth in the Amended Directors Plan, so that the
proportionate interest of the optionee after the occurrence of such event is the
same as before the occurrence of such event. Such adjustment in outstanding
options is made without change in the total price applicable to the unexercised
portion of such options and with a corresponding adjustment in the option price
per share.

If the Company is reorganized, consolidated, or merged with another
corporation, or if all or substantially all of the assets of the Company are
sold or exchanged, the optionee will, after the occurrence of such a corporate
event, be entitled to receive upon the exercise of his option the same number
and kind of shares of stock or the same amount of property, cash, or securities
as he would have been entitled to receive upon the happening of any such
corporate event as if he had exercised such option and had been, immediately
prior to such event, the holder of the number of shares covered by such option.

Any adjustment in the number of shares shall apply proportionately to only
the unexercised portion of any option granted under the Amended Directors Plan.
If fractions of a share would result from any such adjustment, the adjustment
will be revised to the next higher whole number of shares.

Change in Control
-----------------

Notwithstanding any vesting provisions set forth in the Amended Directors
Plan or in any option agreement issued under the Amended Directors Plan, upon a
Change in Control of the Company, as defined in the Amended Directors Plan, all
outstanding unexercised options will become fully vested and immediately
exercisable.

Termination and Amendment
-------------------------

The Committee may at any time terminate the Amended Directors Plan or make
such modification or amendment thereof as it may deem advisable, provided,
however, that the Committee may not, without approval by the affirmative vote of
the holders of a majority of the shares present in person or by proxy and
entitled to vote at a stockholders meeting, (a) increase the maximum number of
shares for which options may be granted under the Amended Directors Plan, except
as previously described under "Changes in Stock; Recapitalization and
Reorganization", or (b) change the price at which options are to be granted.
Termination or any modification or amendment of the Amended Directors Plan may
not, without consent of a participant, affect his rights under an option
previously granted to him.

Federal Income Tax Consequences
-------------------------------

An option granted under the Amended Directors Plan is taxed for United
States federal income tax purposes in accordance with the Code and regulations
issued thereunder. For such purposes, the following general rules are applicable
under existing law to directors who receive and exercise options pursuant to the
Amended Directors Plan and to the Company, based upon the assumption that the
options do not have a readily ascertainable value at the date of grant:

1. The director does not recognize any income upon the grant of an
option, and the Company is not allowed a business expense deduction by
reason of such grant.

2. The director will recognize ordinary compensation income at the time
of exercise of the option in an amount equal to the excess, if any, of
the fair market value of the shares on the date of exercise over the
exercise price.

3. When the director sells the shares acquired by exercise of the option,
he will recognize a capital gain or loss in an amount equal to the
difference between the amount realized upon the sale of the shares and
his basis in the shares (i.e., the exercise price plus the amount
taxed to the director as compensation income as a result of his
exercise of the option). If the director holds the shares for longer
than one year, this gain or loss will be a long-term capital gain or
loss.

4. In general, the Company will be entitled to a tax deduction in the
year in which compensation income is recognized by the director in the
amount of such compensation income.

New Plan Benefits
-----------------

The following table sets forth the benefits to be allocated to each
non-employee member of the Board of Directors for fiscal 2003, if the Amended
Directors Plan is approved by the stockholders.

Dollar
Name Value Number of Units
------------------------------------------------------------------------
Allan A. Feder (1) 17,000
Stephen D. Greenberg (1) 17,000
Ann Kirschner (1) 17,000
David M. Mauer (1) 17,000
Edward D. Miller (1) 17,000
Jack H. Nusbaum (1) 17,000
Richard Tarlow (1) 17,000
Stanley Tulchin (1) 17,000
--------
Non-Employee Directors as a Group 136,000

(1) Because the market value of the Common Stock as of the date of grant is
currently unknown, the dollar value is not determinable.

Proposed Action

Approval of the adoption of the Amended Directors Plan will require the
affirmative vote of the holders of a majority of the shares of Common Stock
present, in person or by proxy, at the Annual Meeting.

YOUR BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE "FOR" THE
APPROVAL OF THE AMENDED DIRECTORS PLAN.

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 1, 2003 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. 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.

YOUR BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE "FOR" THE
APPOINTMENT OF DELOITTE & TOUCHE LLP AS THE TOPPS COMPANY, INC. AUDITORS

STOCKHOLDER PROPOSALS -- 2003 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 10004-2109 no later than January 24, 2003. 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 29, 2003, in order to be timely, notice by the
stockholder must be received no 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, the proxy holders should vote upon them
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, 2002, without charge, upon written request to Investor
Relations at One Whitehall Street, New York, New York 10004-2109, a copy of the
Company's Annual Report on Form 10-K for the fiscal year ended March 2, 2002. By
order of the Board of Directors,

Arthur T. Shorin
Chairman, President and
Chief Executive Officer