Edgar Filing: TOPPS CO INC

SCHEDULE 14A INFORMATION

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

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    Preliminary Proxy Statement
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    Definitive Proxy Statement
    Definitive Additional Materials
    Soliciting Material Pursuant to Section 240.14a-12

THE TOPPS COMPANY, INC.

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THE TOPPS COMPANY, INC.
One Whitehall Street
New York, New York 10004

May , 2006

Dear Stockholders:

I am pleased to invite you to attend the annual meeting of stockholders of The Topps Company, Inc., which will be held at , on July , 2006 at A.M., Eastern Standard time, to elect three directors and to ratify the appointment of our independent auditors.

Attached is the Notice of Annual Meeting of Stockholders and Proxy Statement which describes in detail the matters on which you are being asked to vote. Also enclosed is the Company’s Annual Report.

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE FOR THE ELECTION OF EACH OF THE COMPANY’S NOMINEES ON THE ENCLOSED WHITE PROXY CARD. WE URGE YOU NOT TO VOTE FOR ANY INDIVIDUALS WHO MAY BE NOMINATED BY THE SO-CALLED ‘‘TOPPS FULL VALUE COMMITTEE,’’ TIMOTHY BROG OR PEMBRIDGE VALUE OPPORTUNITY FUND LP, AND NOT TO EXECUTE ANY PROXY CARD OTHER THAN A WHITE PROXY CARD.

Your vote is important no matter how many shares you own. Regardless of whether you plan to attend the meeting, I encourage you to vote promptly by completing and returning the enclosed WHITE proxy card to ensure that your shares will be represented at the meeting.

If you have any questions or need assistance in voting your shares, please call the firm assisting the Board of Directors in the solicitation of proxies:

MacKenzie Partners
105 Madison Avenue
New York, NY 10016
Call Collect: (212) 929-5500
or
Call Toll Free: (800) 322-2885

Sincerely yours,

Arthur T. Shorin
Chairman and
Chief Executive Officer

THE TOPPS COMPANY, INC.
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
JULY , 2006

To the Stockholders of
THE TOPPS COMPANY, INC.

The annual meeting of stockholders (the ‘‘Annual Meeting’’) of The Topps Company, Inc., a Delaware corporation (the ‘‘Company’’), will be held at , on July , 2006 at 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 2009;


	2.	To ratify the appointment by the Board of Directors of the Company of Deloitte & Touche LLP as independent auditors for the Company for the fiscal year ending March 3, 2007; and


	3.	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 , 2006 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.

A small hedge fund called Pembridge Value Opportunity Fund LP (together with its affiliates, ‘‘Pembridge’’) has provided notice that, at the Annual Meeting, it intends to nominate its own slate of three candidates for election as directors. The Board of Directors believes that this action is not in your best interest and urges you not to sign or return any proxy card that Pembridge may send you.

If you wish to vote your shares in support of the Company’s nominees, please vote using only the enclosed WHITE proxy card. Discard any proxy cards that are sent to you by Pembridge or the so-called ‘‘Topps Full Value Committee.’’ The Board of Directors urges you not to mail, sign or send any proxy cards sent to you by Pembridge even as a vote of protest because a submission of a Pembridge or ‘‘Topps Full Value Committee’’ proxy card will revoke any previously voted proxy card in support of the Company’s nominees. You can revoke any Pembridge or ‘‘Topps Full Value Committee’’ proxy card previously signed by you by signing, dating and mailing the WHITE proxy card in the enclosed envelope provided.

If you have any questions or need assistance in voting your shares, please call the firm assisting the Board of Directors in the solicitation of proxies:

MacKenzie Partners
105 Madison Avenue
New York, NY 10016
Call Collect: (212) 929-5500
or
Call Toll Free: (800) 322-2885

By order of the Board of Directors,

Vinit Bharara
Corporate Secretary

Dated: May , 2006

Whether or not you expect to be present at the Annual Meeting, please date and sign the enclosed WHITE proxy and return it promptly in the enclosed envelope. In the event you attend the Annual Meeting and vote in person, the WHITE proxy will not be used.

Preliminary Copies

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 , on July , 2006 at A.M., Eastern Standard time. A copy of the Company’s Annual Report to Stockholders for the fiscal year ended February 25, 2006 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 , 2006.

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’’ or the ‘‘Board’’). The persons named in the accompanying form of WHITE proxy have been designated as proxies by the Board of Directors.

The Board unanimously recommends a vote: (i) FOR the nominees for election as directors of the Company listed herein, and (ii) 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 3, 2007.

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.

Information Concerning Possible Competing Nominations

The Company has received notice from a small hedge fund called Pembridge Value Opportunity Fund LP (together with its affiliates, ‘‘Pembridge’’) indicating that it intends to nominate its own slate of three nominees to the Company’s Board of Directors at the Annual Meeting. If you receive proxy materials from Pembridge or the so-called ‘‘Topps Full Value Committee,’’ the Company urges you not to sign or return the Pembridge or ‘‘Topps Full Value Committee’’ proxy card.

Pursuant to the Company’s Restated By-Laws (the ‘‘By-Laws’’), Pembridge’s director nominations can only be made at the Annual Meeting if Pembridge has provided advance written notice of such nominations by May 1, 2006. Under the By-Laws, the notice must contain all information about each nominee that is required to be included in a proxy statement prepared pursuant to the Securities and Exchange Commission’s proxy rules (the ‘‘Proxy Rules’’). Subsequent to May 1, 2006, the Company discovered that one of Pembridge’s nominees, John J. Jones, was Executive Vice President, General Counsel and Corporate Secretary of a corporation that filed a Chapter 11 bankruptcy petition within two years of Mr. Jones’ departure. Although this information is required under the Proxy Rules if it is material to an evaluation of the ability or integrity of Mr. Jones as a nominee for election to the Company’s Board, the information was omitted from Pembridge’s nomination notice. The Company believes, particularly in light of the disparaging claims regarding the abilities of the Company’s management that Pembridge has made in its proxy solicitation materials, that this information is material to an evaluation of the ability or integrity of Mr. Jones as a nominee for election to the Company’s Board. The Company currently is considering whether Mr. Jones’ nomination is proper in light of this omission.

Record Date and Voting

As of , 2006, the Company had outstanding 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 , 2006 will be entitled to vote at the Annual Meeting. If your shares are registered directly in your name with the Company’s transfer agent, American Stock Transfer & Trust Company, 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. If your shares are held by a broker or nominee, please return your voting card as early as possible to ensure that your shares will be voted in accordance with your instructions. 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 By-Laws, 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. Abstentions and broker non-votes are considered to be shares present for the purpose of determining whether a quorum exists. A broker non-vote occurs when a nominee holding shares for a beneficial owner does not vote on a particular proposal because the nominee does not have discretionary voting power with respect to that item and has not received voting instructions from the beneficial owner. Brokers do not have discretionary voting power with respect to this election of directors. Therefore, broker non-votes will not be counted in this election of directors.

Under Delaware law and the By-Laws, 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. Absentions and broker non-votes are not counted as votes present for the purpose of electing directors. With respect to the matters other than the election of directors, broker non-votes are not considered to be shares present, but abstentions are considered to be shares present and, therefore, abstentions will have the effect of votes against the proposal. Stockholders of record may appoint proxies to vote their shares by signing, dating and mailing the WHITE proxy card in the envelope provided.

Proxies will be voted as directed, unless revoked at or before the Annual Meeting. Any stockholder who attends the Annual Meeting and elects to vote in person may at the meeting revoke a previously designated proxy. Otherwise, revocation of a proxy will be effective only if a stockholder advises the Corporate Secretary of the revocation in a writing, including a later-dated proxy, that is received by the Corporate Secretary on or before , 2006.

If you wish to vote your shares in support of the Company’s nominees, please vote using only the enclosed WHITE proxy card. Discard any proxy cards that are sent to you by Pembridge or the so-called ‘‘Topps Full Value Committee.’’ The Board of Directors urges you not to mail, sign or send any proxy cards sent to you by Pembridge or the ‘‘Topps Full Value Committee’’ even as a vote of protest because a submission of a Pembridge or ‘‘Topps Full Value Committee’’ proxy card will revoke any previously voted proxy card in support of the Company’s nominees. You can revoke any Pembridge or ‘‘Topps Full Value Committee’’ proxy card previously signed by you by signing, dating and mailing the WHITE proxy card in the enclosed envelope provided.

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 , 2006 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.


Name of Beneficial Owner	Amount and Nature of Beneficial Ownership ⁽¹⁾		Percentage of Shares Outstanding
Arthur T. Shorin ⁽²⁾⁽³⁾		2,900,489		7.26	%
Ira Friedman ⁽⁴⁾		63,399			*
Allan A. Feder ⁽²⁾⁽⁵⁾		82,994			*
Warren Friss ⁽⁶⁾		99,383			*
Catherine K. Jessup ⁽⁷⁾		162,999			*
Stephen D. Greenberg ⁽⁸⁾		135,449			*
Ann Kirschner ⁽⁹⁾		74,449			*
David M. Mauer ⁽¹⁰⁾		141,449			*
Edward D. Miller ⁽¹¹⁾		40,449			*
Jack H. Nusbaum ⁽¹²⁾		156,449			*
Scott A. Silverstein ⁽²⁾⁽¹³⁾		355,211			*
Richard Tarlow ⁽¹⁴⁾		74,449			*
Leonard Stern		0			*
Private Capital Management, Inc. ⁽¹⁵⁾ 8889 Pelican Bay Blvd. Naples, Florida 34108		9,514,371	24.16%
Merrill Lynch & Co., Inc. ⁽¹⁶⁾ Merrill Lynch Investment Managers (MLIM) World Financial Center 250 Vesey Street New York, New York 10381		5,116,270	12.99%
Royce & Associates, LLC ⁽¹⁷⁾ 1414 Avenue of the Americas New York, New York 10019		3,000,070	7.62%
Gamco Investors, Inc. ⁽¹⁸⁾ One Corporate Center Rye, New York 10580		2,374,861	6.03%
All directors and executive officers as a group (18 persons) ⁽²⁾		5,030,632	12.14%


*	less than 1.0%.

(1)

Pursuant to regulations of the Securities and Exchange Commission (the ‘‘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 582,500 shares of Common Stock issuable upon exercise of options.


(4)	Includes 61,999 shares of Common Stock issuable upon exercise of options.


(5)	Includes 68,000 shares of Common Stock issuable upon exercise of options.


(6)	Includes 96,083 shares of Common Stock issuable upon exercise of options.


(7)	Includes 162,999 shares of Common Stock issuable upon exercise of options.


(8)	Includes 85,000 shares of Common Stock issuable upon exercise of options.


(9)	Includes 68,000 shares of Common Stock issuable upon exercise of options.


(10)	Includes 115,000 shares of Common Stock issuable upon exercise of options.


(11)	Includes 34,000 shares of Common Stock issuable upon exercise of options.


(12)	Includes 85,000 shares of Common Stock issuable upon exercise of options.


(13)	Includes 330,665 shares of Common Stock issuable upon exercise of options.


(14)	Includes 68,000 shares of Common Stock issuable upon exercise of options.


(15)	Based upon a Schedule 13G filed on February 14, 2006 with the Commission by Private Capital Management, Inc.


(16)	Based upon a Schedule 13G filed on February 8, 2006 with the Commission by Merrill Lynch & Co., Inc.


(17)	Based upon a Schedule 13G filed on January 31, 2006 with the Commission by Royce & Associates, LLC.


(18)	Based upon a Schedule 13D filed on January 20, 2006 with the Commission by Gamco Investors, Inc.

BOARD OF DIRECTORS

Election of Directors

The Board of Directors 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. There is currently a vacancy on the Board of Directors due to the death of Stanley Tulchin, who passed away in December of 2005. This year, Arthur T. Shorin, Edward D. Miller and Leonard Stern have been nominated to stand for election for a term that expires at the annual meeting of stockholders to be held in the year 2009. Each of these individuals, as well as those individuals named in Pembridge’s notification, has consented to be named as a nominee in this proxy statement and to serve as a director until the expiration of his respective term and until such nominee’s successor has been elected or qualified or until the earlier resignation or removal of such nominee.

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 and director nominee of the Company.


Name	Business Experience During Past 5 Years, Age and Other Information	Director of the Company or its Predecessors Since
Nominees to Serve in Office Until 2009
Arthur T. Shorin	Chairman of the Board and Chief Executive Officer of the Company and its predecessor since 1980. Mr. Shorin was President of the Company from November 1997 to August 2004. Mr. Shorin is the father-in-law of Scott A. Silverstein, President and Chief Operating Officer of the Company. Mr. Shorin is 70 years of age.		1960


Name	Business Experience During Past 5 Years, Age and Other Information	Director of the Company or its Predecessors Since
Edward D. Miller	Mr. Miller served as President and Chief Executive Officer of AXA Financial, Inc. from August 1997 through June 2001. From June 2001 through June 2003, he served as a member of the Supervisory Board and Senior Advisor to the Chief Executive Officer of AXA Group. Mr. Miller was Senior Vice Chairman of the Chase Manhattan Corporation from 1996 through July 1997. Mr. Miller is also a director of The American Express Company, Korn/Ferry International, The Institute for Medical Research, North Shore — LIJ Health System and Keyspan Corp. He currently serves as a member of the Board of Governors of the United Way of Tri-State and is the Chairman of the Board of Directors of Phoenix House. Mr. Miller is a Trustee of the Inner-City Scholarship Fund and the New York City Police Foundation. He is also Chairman of the New York City Partnership’s Security and Risk Management Task Force. Mr. Miller is 65 years of age.		2001
Leonard Stern	Founding Partner of Shepardson, Stern & Kaminsky (an advertising, public relations and marketing firm) and a partner in that firm since 1993. Head of Creative Artist Agency’s corporate advisory group since November 2005. Visiting Professor at the Yale School of Management since 1991. National Board Member of Communities in Schools. Mr. Stern served as Managing Director of Sawyer Miller Group from 1990 until 1992. Mr. Stern is 43 years of age.		N/A
Directors to Continue in Office Until 2008
Stephen D. Greenberg	Managing Director, Allen & Co., LLC since January 2002. Chairman of Fusient Media Ventures, Inc. from January 2000 through December 2001. Private Investor from November 1998 to December 1999. President of Classic Sports Network, Inc. from November 1993 through October 1998. Mr. Greenberg is 57 years of age.		1992


Name	Business Experience During Past 5 Years, Age and Other Information	Director of the Company or its Predecessors Since
Ann Kirschner	President, Comma International (a management consulting company, specializing in education, media and technology) since February 2003. Chief Executive Officer and President of FATHOM (the first interactive knowledge network) from 1999 through January 2003. Dr. Kirschner was Vice President of Programming and Media Development for the National Football League from November 1994 through January 1999. Dr. Kirschner is 55 years of age.		1999
Richard Tarlow	Chairman of Roberts & Tarlow (an advertising agency) since 1988. Mr. Tarlow was President of Tarlow Advertising, a division of Revlon Inc., from 1987 to 2000 and Executive Vice President of Revlon Inc. from 1988 to 2000. Mr. Tarlow is 65 years of age.		1999
Directors to Continue in Office Until 2007
Allan A. Feder	An independent business consultant for more than the past five years and Chief Executive Officer of Vitarroz Corporation (a proprietary brand food company) from 1988 to 2000. Mr. Feder is 74 years of age.		1992
David M. Mauer	Chief Executive Officer of E&B Giftware, LLC since January 2003. An independent business consultant from July 2001 to December 2002. Served as President and Chief Executive Officer of Riddell Sports Inc. from 1993 until June 2001. Mr. Mauer is 57 years of age.		1996
Jack H. Nusbaum	Chairman of the New York law firm of Willkie Farr & Gallagher LLP and a partner in that firm for more than thirty years. Mr. Nusbaum is also a director of W. R. Berkley Corporation and Strategic Distribution, Inc. Mr. Nusbaum is 65 years of age.		1992

Board Operations and Meetings

The Board of Directors met seven times during the fiscal year ended February 25, 2006. Each of the directors who served during such period attended at least 75% of the aggregate number of meetings of the Board of Directors and any committee of which they were members during such period.

The Company does not have a formal policy with regard to Board member attendance at the Annual Meeting. All directors are encouraged to attend the Annual Meeting, and eight of the nine directors attended the annual meeting of stockholders held on June 30, 2005.

The Board’s operation and responsibilities are governed by the Company’s Restated Certificate of Incorporation (the ‘‘Certificate of Incorporation’’), the By-Laws, charters for the Board’s standing

committees and the laws of the State of Delaware. Other than as set forth in the Certificate of Incorporation, no members of the Board have individual indemnification agreements with the Company.

Chairman of the Board/Lead Director

The Board recognizes that during periods of reduced investor confidence, it may be appropriate to have a non-executive lead director as a symbol of the Board’s responsiveness to stockholder concerns. The Board has not designated a single individual to serve as lead director or to act as a spokesperson for the Board. Instead, various individual non-management directors, particularly those who chair committees, chair executive sessions of the Board on a rotating basis as determined by the Board.

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 Commission. 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 February 25, 2006, with the exception of the following filings which were filed late: John Budd filed a Form 4 on October 12, 2005 regarding an event that occurred on October 5, 2005; John Buscaglia filed a Form 4 on October 12, 2005 regarding an event that occurred on October 5, 2005; Michael Clancy filed a Form 4 on February 3, 2006 regarding an event that occurred on January 31, 2006; and David Mauer filed a Form 4 on February 3, 2006 regarding an event that occurred on January 31, 2006.

Compensation of Directors

For the fiscal year ended February 25, 2006, each director who was not also an employee of the Company received an annual director’s fee of $20,000 in cash. In addition, pursuant to an automatic grant feature of the Company’s 2001 Stock Incentive Plan, each non-employee director received an award of restricted shares of the Company’s common stock on the date of the Company’s 2005 annual meeting of stockholders having a value of $20,000. These shares of restricted stock will vest and the restrictions thereon will lapse on the date of this year’s Annual Meeting.

In addition, members of the Audit, Compensation and Nominating and Corporate Governance Committees received the following annual fees: the chairperson of the Audit Committee received $6,000 while each member received $3,000; the chairpersons of each of the Compensation Committee and Nominating and Corporate Governance Committee received $4,000 while each member received $2,000.

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

APPOINTMENT OF AUDITORS

The Board of Directors has retained Deloitte & Touche LLP as independent auditors to report on the consolidated financial statements of the Company for the fiscal year ending March 3, 2007 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.

OTHER VOTING MATTERS

In addition to providing notice to the Company of its intention to propose its own slate of three nominees to the Board of Directors, Pembridge gave notice of certain proposals to amend the Certificate of Incorporation and By-Laws. The Company believes that none of these additional proposals is within the power of the stockholders of the Company to adopt at the Annual Meeting and that any purported adoption of them would be contrary to Delaware law and would have no legal effect whatsoever. If Pembridge seeks to present these proposals for consideration at the Annual Meeting, management expects to rule such proposals as out of order. However, if other matters properly come before the Annual Meeting, the proxy holders should vote upon them in accordance with their best judgment.

The inappropriate proposals made by Pembridge were as follows:


1.	A proposal to amend the Certificate of Incorporation to eliminate the Company’s classified Board structure so that all directors would be elected annually for one-year terms and so that directors could be removed by the stockholders without cause.

The Company has determined that this proposal is defective because Delaware law unequivocally provides that any amendment to a certificate of incorporation must first be set forth in a resolution adopted by the board of directors, which must declare its advisability, and only then can be presented to the stockholders for their approval. Since the Board has not adopted a resolution embodying Pembridge’s proposal, the proposal is defective.


2.	A proposal to amend the Certificate of Incorporation to permit the holders of 15% of the Company’s voting stock to call a special meeting of stockholders.

The Company has determined that this proposal also is defective because, in the same manner as Pembridge’s first proposal, it seeks to amend the Certificate of Incorporation in a way that is clearly prohibited by Delaware law.


3.	A proposal to amend the By-Laws to permit the holders of 15% of the Company’s voting stock to call a special meeting of stockholders.

The Company has determined that this proposal is defective because it directly contravenes an express provision of the Certificate of Incorporation, which provides that special meetings of the Company’s stockholders may be called by the Board of Directors or the Chairman of the Board of Directors and ‘‘may not be called by any other person or persons.’’ Under Delaware law, the provisions of the By-Laws are subject to, and cannot be contrary to, the provisions of the Certificate of Incorporation.

The Board of Directors believes that these defective proposals may be indicative of the level of care that Pembridge has applied to its understanding of the Company. This is of particular concern because these proposals were included in a notice signed by Timothy Brog, one of Pembridge’s director nominees, who indicates in the notice that he spent six years as a corporate finance and mergers and acquisitions lawyer at one of New York’s premier corporate law firms.

BOARD COMMITTEES

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’’) and the 1996 Stock Option Plan. The members of the Compensation Committee for the fiscal year ended February 25, 2006 were Messrs. Richard Tarlow, David Mauer and Dr. Ann Kirschner, all of whom are independent under the applicable listing standards of the National Association of Securities Dealers, Inc. (the ‘‘NASD’’) and none of whom is an employee of the Company. Each of the members has many years of experience in dealing with compensation matters of companies of similar or greater size. The Compensation Committee held five meetings during the fiscal year ended February 25, 2006. David Mauer replaced Stanley Tulchin, who passed away in December of 2005.

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 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 with companies of similar size, business complexity 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 by aligning the executive interests with those of the shareholders. The Committee also takes into consideration unique challenges that face the Company as both its competition and the retailers that sell its products continue to consolidate. To this end, the Company provides base salary, annual bonus and periodic equity awards to its executive officers.

The Company has an Executive Severance Plan which provides a uniform severance policy for key executives, other than Mr. Shorin. Designed to attract and retain key executives by assuring them of adequate severance pay in the event of an involuntary termination of their employment, it provides for a lump sum severance payment, based on years of service, in the event a participant’s employment with the Company is terminated without cause, with an enhanced severance payment if such termination without cause or for good reason occurs in connection with or following a change in control of the Company.

Base Salary

In setting base salary for the executive officers for fiscal 2006, the Compensation Committee considered the base salary levels of executives with similar responsibilities in companies of similar size, business and complexity, each executive officer's experience in his position at the Company and his actual performance over the prior fiscal year. The Committee also considered the nature of the specific industries in which the Company participates and particular issues facing the Company. 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

The Company structured the fiscal 2006 Bonus Plan to reward only those executive officers whose specific unit they managed achieved its earnings targets set at the beginning of the year. Executives of general corporate units with no profit/loss responsibility could receive a bonus only if the Company as

a whole achieved its earnings targets. Bonus achievement levels and both specific unit and company wide performance targets for fiscal 2006 were set by the Compensation Committee at the beginning of the year, after consideration of bonus levels for executives with similar responsibilities in companies of similar size, business and complexity and the Company’s strategic and financial plan for fiscal 2006. During fiscal 2006, Mr. Warren Friss, Mr. Ira Friedman and Mr. John Buscaglia each received a bonus reflecting 21% of their base pay for achievement of operating profit goals in the entertainment division. Besides a bonus payment of $7,500 to Mr. John Budd for his service prior to becoming an executive officer during fiscal 2006, no other executive officer, including the Company’s Chief Executive Officer received any bonus for fiscal 2006. Note that bonuses for fiscal 2005 were paid in fiscal 2006.

Stock Option Awards

Long-term incentive compensation opportunities are provided through grants of equity awards under the Company’s 2001 Stock Incentive Plan. The Compensation Committee continues to believe that equity awards are essential to the long term success of the Company because they provide financial incentives to those key employees directly responsible for the Company’s success which are tied to increases in stockholder value and serve to align the interests of such key employees with those of the Company’s stockholders. In keeping with the Company’s long-term incentive goal to provide key employees with a financial stake in the Company’s future and align their interests with those of the Company’s stockholders, the Compensation Committee granted stock options to certain key employees in fiscal 2006. No executive officer named in the Summary Compensation Table herein, however, received option grants in fiscal 2006. The individual award amounts were determined based on a subjective determination of the employee’s position, seniority, prior option grants and ability to affect the Company’s future success. All options granted have exercise prices which are equal to the fair market value of the Common Stock on the date of grant.

Retirement Benefits

Effective April 1, 2006, the Company amended its Retirement Plan, Savings and Investment Plan (the ‘‘Savings Plan’’), and Retiree Medical Plan. The Savings Plan was amended to provide that all employees participating therein would be eligible to receive employer matching contributions beginning April 1, 2006. The Company ‘‘froze’’ the Retirement Plan and provided that no additional employees will be allowed to participate in the Retirement Plan and no further benefits will accrue with respect to any existing participants on or after April 1, 2006. In connection with this amendment, the Company will now provide for non-elective employer contributions on behalf of certain participants in the Retirement Plan. The Retiree Medical Plan was amended to provide that employees who retire after April 1, 2006 and are otherwise eligible for retiree medical coverage must pay the applicable plan year premium costs to the extent such costs exceed certain caps.

Chief Executive Officer

During fiscal 2005, the Board approved the extension of the term of Mr. Shorin’s Amended and Restated Employment Agreement (the ‘‘Employment Agreement’’) through May 31, 2007. In connection therewith, and as required by the Employment Agreement, during fiscal 2006, the Company paid to Mr. Shorin an extension bonus of $500,000. Mr. Shorin’s base salary is set under the terms of his Employment Agreement and had remained unchanged since June 1, 2001 until he agreed to a reduction to $885,000, effective January 1, 2006. Mr. Shorin also agreed to waive the automatic increase in his base salary to which he was entitled upon the extension of his Employment Agreement. Because the Company did not meet pre-established earnings targets developed at the beginning of the fiscal year, Mr. Shorin received no annual performance bonus for fiscal 2006.

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 any of the Company's Chief Executive Officer and the 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 (as defined below), 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.

May , 2006

David Mauer
Richard Tarlow
Ann Kirschner

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 auditors. The Audit Committee is composed of independent directors of the Company, as defined by the applicable listing standards of the NASD and the standards set forth by the Commission, and acts pursuant to a written charter adopted by the Board of Directors, a copy of which is available free of charge on the Company website. The members of such committee for the fiscal year ended February 25, 2006 were Messrs. Allan A. Feder, Stephen D. Greenberg and Edward D. Miller. During the fiscal year ended February 25, 2006, there were seven meetings of the Audit Committee. At the present time, the Company does not have an ‘‘audit committee financial expert’’ as defined in the rules of the Commission serving on the Audit Committee. However, the Board believes that each of the current members of the Audit Committee is able to read and understand fundamental financial statements and is ‘‘financially sophisticated’’ pursuant to applicable NASD rules. Therefore, our Board of Directors has concluded that the appointment of an additional director to the Audit Committee is not necessary at this time. None of the members of the Audit Committee is an employee of the Company.

Pre-Approval Policies and Procedures

Pursuant to its charter, the Audit Committee is responsible for reviewing and pre-approving all audit and non-audit services provided by Deloitte & Touche LLP and shall not engage Deloitte & Touche LLP to perform the specific non-audit services proscribed by law or regulation. The Committee may delegate pre-approval authority to the Chairman of the Audit Committee, in which case such approval must be presented to the full Audit Committee at its next scheduled meeting. The Audit Committee pre-approved all audit, audit-related, tax and other services provided by Deloitte & Touche LLP for the recently completed fiscal year.

Auditors’ Service Fees

The following is the breakdown of aggregate fees billed by the auditors to the Company for professional services in the last two fiscal years.


Description	2006		2005
Audit Fees	$	571,252	$	495,282
Audit-Related Fees⁽¹⁾		652,511		743,273
Tax Fees⁽²⁾		143,946		228,469
Total	$	1,367,709	$	1,467,024

(1) Consists primarily of Sarbanes-Oxley fees.

(2) Consists primarily of U.S. and international tax compliance and planning.

Report of The Audit Committee of The Board of Directors

The Audit Committee has reviewed and discussed with management and the independent auditors the audited financial statements for the fiscal year ended February 25, 2006. In addition, the Audit Committee has discussed with the independent auditors 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 auditors provided to the Audit Committee the written disclosures and the letter from the independent auditors 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 auditors 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 February 25, 2006.

May , 2006

Allan A. Feder
Stephen D. Greenberg
Edward D. Miller

NOMINATING AND CORPORATE GOVERNANCE COMMITTEE

On June 1, 2005, the Board of Directors established the Nominating and Corporate Governance Committee, which oversees and assists the Board of Directors in reviewing and recommending nominees for election as directors, assesses the performance of the Board of Directors, directs guidelines for the composition of the Board of Directors, makes recommendations to the Board regarding corporate governance matters and practices and provides oversight with respect to corporate governance and ethical conduct. The members of the Nominating and Corporate Governance Committee for the fiscal year ended February 25, 2006 were Messrs. Greenberg, Feder and Miller, each of whom is considered independent under the applicable listing standards of the NASD and none of whom is an employee of the Company. The Nominating and Corporate Governance Committee met one time during the fiscal year ended February 25, 2006.

Report of the Nominating and Corporate Governance Committee

The Nominating and Corporate Governance Committee may consider candidates recommended by stockholders as well as from other sources such as other directors or officers, third party search firms or other appropriate sources. To date, the Company has not engaged any third party to assist in identifying or evaluating potential nominees. For all potential candidates, the Nominating and Corporate Governance Committee may consider all factors it deems relevant, such as a candidate’s personal integrity and sound judgment, business and professional skills and experience, independence, industry-specific knowledge, possible conflicts of interest, general reputation and expertise, the extent to which the candidate would fill a present need on the Board of Directors and concern for the long-term interests of the stockholders. In addition, while not required of any one candidate, the Nominating and Corporate Governance Committee considers favorably experience, education, training or other expertise in business or financial matters and prior experience serving on the boards of public companies. Collectively, the composition of the Board must meet the applicable NASD listing requirements. In evaluating any candidate for director nominee, the Nominating and Corporate Governance Committee also evaluates the contribution of the proposed nominee toward compliance with the applicable NASD listing standards.

After a possible candidate is identified, the individual meets with various members of the Nominating and Corporate Governance Committee and other members of the Board who evaluate

the candidate’s credentials, experience, interest and willingness to serve. Board members discuss these issues amongst themselves as well as the individual’s potential to be an effective Board member. If the discussions and evaluation are positive, the individual is invited to serve on the Board.

In general, persons recommended by stockholders will be considered on the same basis as candidates from other sources. If a stockholder wishes to nominate a candidate to be considered for election as a director at the 2007 Annual Meeting of Stockholders using the procedures set forth in the By-Laws, it must follow the procedures described in ‘‘Stockholder Communications with the Board.’’ If a stockholder wishes simply to propose a candidate for consideration as a nominee by the nominating and corporate governance committee, it should submit any pertinent information regarding the candidate to the Nominating and Corporate Governance Committee by mail at One Whitehall Street, New York, NY 10004 (c/o The Topps Company, Inc.) no later than , 2007.

A copy of the Nominating and Corporate Governance Committee’s written charter is publicly available on the Company’s website at www.topps.com.

May , 2006

Allan A. Feder
Stephen D. Greenberg
Edward D. Miller

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 and (ii) the four other most highly compensated persons who were executive officers at the end of the fiscal year February 25, 2006 (each a ‘‘Named Executive Officer’’).

Summary Compensation Table⁽¹⁾


	Annual Compensation							Long Term Compensation Awards
Name and Principal Position	Fiscal Year End		Salary ($)		Bonus ($)			Securities Underlying Options/ SARs(#)		Restricted Stock Awards($)
Arthur T. Shorin		2006		969,615		500,000	⁽²⁾		—		—
Chairman and Chief Executive Officer		2005		985,000		197,000			—
		2004		985,000		697,000	⁽²⁾		50,000
Scott A. Silverstein⁽³⁾		2006		420,000		—
President and Chief Operating Officer		2005		376,654		90,850			200,000		22,712	⁽⁴⁾
		2004		310,462		62,138			75,000
Ira Friedman		2006		266,962		56,062			—		—
Vice President – Publishing and		2005		258,760		51,785			60,000
New product Development		2004		250,692		50,138
Warren Friss		2006		246,558		51,777			—		—
Vice President – General Manager –		2005		216,539		43,344			—
Entertainment		2004		206,683		41,337			75,000
Catherine K. Jessup		2006		269,923		—			—		—
Vice President – Chief Financial		2005		260,760		52,192			—
Officer and Treasurer		2004		250,462		50,130			75,000

(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 and car use allowances) in excess of the lesser of $50,000 or 10% of such officer’s annual salary and bonus, or (b) any other compensation required to be reported, the columns entitled ‘‘Other Annual Compensation,’’ ‘‘LTIP Payouts’’ and ‘‘All Other Compensation’’ are inapplicable and have therefore been omitted from the table.


(2)	Includes an extension bonus of $500,000 under the terms of the Employment Agreement.


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

(4)

Mr. Silverstein was granted 2,546 shares of restricted stock on April 11, 2005 which reflected twenty percent (20%) of his bonus for FYE 2005. The shares vest ratably in increments of 1/3 on each anniversary of the date of the grant. As of February 26, 2006, Mr. Silverstein held no shares of restricted stock. Dividends are paid on the shares of restricted stock in the same manner and at the same time as dividends are paid to our regular stockholders.

Option/SAR Grants in Last Fiscal Year

The Company did not grant options to any of the Named Executive Officers during the fiscal year ended February 25, 2006.

Aggregate Option/SAR Exercises in Last Fiscal Year and FY-End Option/SAR Values

The following table provides information regarding the exercise of options during the fiscal year ended February 25, 2006 and the number and value of unexercised options held at fiscal year-end by each of the Named Executive Officers.


(a)	(b)		(c)		(d)				(e)
					Number of Securities Underlying Unexercised Options at FY-End(#)				Value of Unexercised In-the-Money Options at FY-End ($)
Name	Shares Acquired on Exercise (#)		Value Realized ($)		Exercisable		Unexercisable		Exercisable		Unexercisable
Arthur T. Shorin		—		—		582,500		—		2,623,537		—
Scott A. Silverstein		12,000		30,240		330,666		158,334		776,770		—
Ira Friedman		—		—		62,000		20,000		9,075		—
Warren Friss		—		—		96,084		25,000		15,180		—
Catherine K. Jessup		13,500		35,775		163,000		25,000		420,473		—

Equity Compensation Plan Information


	(a)		(b)		(c)
Plain Category	Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants and Rights		Weighted-Average Exercise Price of Outstanding Options, Warrants and Rights		Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (Excluding Securities Reflected in Column (a))
Equity compensation plans approved by security holders		3,414,210	$	7.30		1,844,163
Equity compensation plans not approved by security holders		—		—		—
TOTAL		3,414,210	$	7.30		1,884,163

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)(3)


Highest Average Compensation		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
$	1,700,000	$	415,040	$	556,707	$	698,373	$	840,040	$	861,290	$	882,540	$	925,040


(1)	Effective April 1, 2006, the Retirement Plan was ‘‘frozen.’’ As a result of the freeze, no additional compensation or service for any period of employment with the Company on or after the effective date will be taken into account when determining any participant’s pension benefit under the Retirement Plan.


(2)	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 $175,000 at present and will be adjusted to reflect cost-of-living increases in 2007 and succeeding plan years.

(3)

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 $220,000 (as adjusted to reflect cost-of-living increases) is disregarded for purposes of determining highest average compensation of participants in the Retirement Plan for the 2006-07 plan year. 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 $220,000 limit will be adjusted for cost-of-living increases in 2007 and succeeding plan years.

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 one-fifth 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 $220,000 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.

Due to the maximum benefit limitations that apply under the Code with respect to qualified pension benefits, Mr. Shorin has not accrued any benefits under the current Retirement Plan. Instead Mr. Shorin will receive retirement benefits pursuant to an amended and restated supplemental pension agreement entered into as of June 1, 2001 (the ‘‘Supplemental Pension Agreement’’). Benefits under the Supplemental Pension Arrangement are computed in accordance with the same formula applied under the Retirement Plan without regard to the limitations imposed by Sections 415 and 401(a)(17) of the Code. However, compensation attributable to stock appreciation rights and stock options is not taken into account in determining the highest average compensation for purposes of the Supplemental Agreement. The Company maintains a rabbi trust in connection with the Supplemental Pension Agreement. As of fiscal year end 2006, the assets under the rabbi trust had a market value of $8,393,569. In addition, effective March 1, 2006, as required by the distribution rules under Section 401(a)(9) of the Code, Mr. Shorin began to receive retirement benefits equal to $90,000 per year pursuant to an annuity purchased by the Company in connection with the termination of the Company’s former Pension Plan in 1985. In March of 2006, also as required by the minimum distribution rules under Section 401(a)(9), Mr. Shorin received his retirement benefits from the Company’s Savings Plan attributable to a rollover contribution from the Company’s former Pension Plan in connection with the termination of that plan.

As of February 25, 2006, the persons named in the Summary Compensation Table were credited with the following years of service: Mr. Shorin – 48 (for purposes of the Supplemental Pension Agreement only), Mr. Silverstein – 14, Mr. Friedman – 18, Mr. Friss – 11, Ms. Jessup – 11.

Employment & Severance Agreements

Mr. Shorin’s Employment Agreement

In fiscal 2005, the Board agreed to a two-year extension of Mr. Shorin’s Employment Agreement. The extended term commenced on June 1, 2005. As required by the terms of the Employment Agreement, the Company paid Mr. Shorin a $500,000 extension bonus during fiscal 2006. The Employment Agreement provides for a continued term of two years, expiring on May 31, 2007 (the ‘‘Term’’), with an annual base salary of $985,000 subject to increase at the discretion of the Compensation Committee. In fiscal 2005, Mr. Shorin agreed to waive the automatic increase in base salary otherwise required under the terms of the extension. In fiscal 2006, Mr. Shorin agreed to reduce his base salary to $885,000, effective January 1, 2006. Mr. Shorin’s Employment 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 Employment 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 in an amount 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. In addition, 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 Employment 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 Employment 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 Employment 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.

At the end of the Term, Mr. Shorin may request another two-year extension on equivalent terms with a minimum base salary adjustment for increases in the cost of living since June 1, 2005 and a $500,000 extension bonus. If the Company determines not to extend the Term, Mr. Shorin’s employment will terminate on May 31, 2007 and he will be entitled to the severance compensation outlined above for a termination without cause for two years instead of three. If Mr. Shorin elects to retire at the end of the two-year Term rather than seek an extension of the Term, Mr. Shorin will be entitled to the severance compensation outlined above for one year instead of three. In addition, the Employment Agreement provides that if the Term is not extended beyond May 31, 2007 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. In addition to the consulting fees, Mr. Shorin will be entitled to continued participation in all executive perquisites, a suitable office with secretarial support in midtown Manhattan and a suitable car and driver.

Executive Severance Plan

In July of fiscal 2005, the Company adopted the Executive Severance Plan for the purpose of providing a uniform severance policy for key executives (other than Mr. Shorin) and enhancing the Company’s ability to attract and retain key executives by assuring them of adequate severance pay in the event of an involuntary termination of their employment. The participants in the Executive Severance Plan are determined by Mr. Shorin. The Executive Severance Plan provides for a lump sum severance payment in the event a participant’s employment with the Company is terminated (i) by the Company without cause (not in connection with a change in control of the Company) or (ii) by the Company without cause or by the participant for good reason (in either case, in connection with a change in control of the Company or within two years following such change in control). The amount of severance payable upon a termination not in connection with a change in control is based on the participant’s years of service with the Company. Following such termination, a participant is entitled to a lump sum payment equal to six week’s base salary plus one week of base salary for every year of service (rounded up after completion of six months), with a minimum of eight weeks base salary. The amount of severance payable upon a termination in connection with or within two years following a change in control is equal to two times the sum of the participant’s (i) then current base salary and (ii) highest annual bonus payable with respect to the last three fiscal years prior to the termination date. The severance payments under the Executive Severance Plan are subject to the adherence to confidentiality requirements during and following employment and non-competition and non-solicitation requirements following termination of employment in connection with a change in control.

In June of fiscal 2006, the Company amended the definition of a change of control applicable to the Executive Severance Plan to include (A) the sale or disposition of (i) all or substantially all of the Company’s assets or (ii) assets constituting one or more of the Company’s main line of business (each an ‘‘Asset Sale’’) and (B) a stock sale where the Board approves the transaction. The Company further amended the Executive Severance Plan to clarify that upon an Asset Sale which constitutes a change in control of the Company for an employee, the termination of such employee's employment with the Company will not constitute a ‘‘termination without cause’’ (as defined in the Executive Severance Plan) entitling the employee to severance benefits, if the employee is offered comparable employment with the successor to the assets or accepts employment with such successor within six months following such Asset Sale.

CERTAIN RELATIONSHIPS

Jack H. Nusbaum, a director, is a partner in the law firm of Willkie Farr & Gallagher LLP, outside counsel to the Company.

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, the S&P 500 and a composite index (the ‘‘Composite Index’’), in each case assuming an investment of $100 on February 25, 2001 and the accumulation and reinvestment of dividends paid thereafter through February 25, 2006.

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).

CODE OF BUSINESS CONDUCT AND ETHICS

The Company has adopted a Code of Business Conduct and Ethics that applies to its directors and executive officers as well as to all employees of the Company. The Code of Business Conduct and Ethics is available free of charge on our website. Amendments to the Code of Business Conduct and Ethics or any grant of a waiver from a provision of the Code of Business Conduct and Ethics requiring disclosure under applicable rules of the Commission will also be disclosed on the Company’s website.

STOCKHOLDER COMMUNICATIONS WITH THE BOARD

To date, the Board has not developed formal processes by which stockholders may communicate directly with directors because it believes that the existing informal process, in which any

communication sent to the Board either generally or in care of the Chief Executive Officer, Corporate Secretary, or another corporate officer is forwarded to all members of the Board, has served the stockholders’ needs. Any communication to the Board may be mailed to the Board, in care of the Company’s Corporate Secretary, at the Company’s headquarters in New York, New York. The mailing envelope must contain a clear notation indicating the enclosed letter is a ‘‘Stockholder-Board Communication’’ or ‘‘Stockholder-Director Communication.’’ All such letters must identify the author as a stockholder and clearly state whether the intended recipients are all members of the Board or just certain specified individual directors. The Corporate Secretary will forward such communications to the Board of Directors or the specified individual director to whom the communication is directed unless such communication is unduly hostile, threatening, illegal or similarly inappropriate, in which case the Corporate Secretary has the authority to discard the communication or to take appropriate legal action regarding such communication.

STOCKHOLDER PROPOSALS — 2007 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 General Counsel of the Company at the Company’s office at One Whitehall Street, New York, New York 10004-2109 no later than , 2007. In the event that the next annual meeting of stockholders is called for a date that is not within 30 days before or after , 2007, in order to be timely, notice by the stockholder must be received no later than a reasonable time before the Company begins to print and mail its proxy materials.

For any other proposal that a stockholder wishes to have considered at the 2007 Annual Meeting, and for any nomination of a person for election to the Board at the 2007 Annual Meeting, the Company must have received written notice of such proposal or nomination during the period beginning , 2007 and ending , 2007.

Proposals and nominations that are not received by the dates specified will considered untimely. In addition, proposals and nominations must comply with Delaware law, the By-Laws, and the rules and regulations of the Commission.

Any stockholder interested in making a proposal is referred to Article II, Section 4 of the By-Laws.

SOLICITATION OF PROXIES

Proxies in the form enclosed are being solicited by the Board of Directors. Proxies may be solicited by mail, advertisement, telephone, facsimile, telegraph and email, and personally by directors or executive officers. In addition, the Company may request banks, brokers and other custodians, nominees and fiduciaries to forward proxy materials to the beneficial owners of common stock and obtain their voting instructions. The Company will reimburse those firms for their expenses in accordance with the rules of the SEC and applicable stock exchanges.

The total amount of expenses in excess of those normally spent for an annual meeting to be spent in connection with this solicitation is estimated at $ . The total cost of solicitation will be borne by the Company. In addition, the Company has retained MacKenzie Partners, Inc. or MacKenzie, to assist in soliciting proxies, for which services the Company will pay a fee of up to $ in the aggregate plus a fee per call and reasonable out-of-pocket expenses. Under MacKenzie’s retention agreement, the Company will generally indemnify and hold harmless MacKenzie and its affiliates against claims, costs, and expenses directly relating to MacKenzie’s services for the Company. MacKenzie will be the sole proxy solicitor retained by the Company in connection with the Annual Meeting. MacKenzie will employ approximately thirty (30) persons in connection with the solicitation of proxies.

EXHIBIT A SETS FORTH CERTAIN INFORMATION RELATING TO THE COMPANY’S DIRECTORS AND OFFICERS AND OTHER EMPLOYEES WHO MAY BE SOLICITING PROXIES ON THE COMPANY’S BEHALF.

The Company’s Annual Report on Form 10-K for the fiscal year ended February 25, 2006 and the Proxy are available to all investors on the internet at www.topps.com and will be provided to any stockholder of record at the close of business on , 2006 without charge upon written request to Investor Relations at One Whitehall Street, New York, New York 10004-2109.

By order of the Board of Directors,

Arthur T. Shorin
Chairman and
Chief Executive Officer

EXHIBIT A

INFORMATION CONCERNING PARTICIPANTS IN THE SOLICITATION

Under applicable SEC regulations, the members of the Board, the Company’s nominees and certain executive officers of the Company are ‘‘participants’’ with respect to the Company’s solicitation of proxies in connection with its 2006 Annual Meeting of Stockholders. Certain information about the persons who may be deemed ‘‘participants’’ is provided below.

Directors and Nominees

The names of the Company’s directors and director nominees are set forth below along with their principal address. The principal occupations of the Company’s directors who are participants in the Company’s solicitation are set forth in this Proxy Statement under ‘‘Board of Directors.’’


Name				Principal Business Address
Stephen Greenberg				Allen and Co., 711 Fifth Ave., New York, New York, 10022
Ann Kirschner				Comma International, 50 West 96^th Street, New York, NY 10025
Richard Tarlow				Roberts & Tarlow, 25 Nostrand Parkway, Shelter Island, NY 11964
Allan A. Feder				401 North Point Road, Osprey, FL 34229
David M. Mauer				E & B Giftware LLC, 4 Executive Plaza, Yonkers, NY 10701
Jack H. Nusbaum				Willkie Farr & Gallagher LLP, 787 Seventh Ave., New York, New York 10019
Arthur T. Shorin				The Topps Company, Inc., One Whitehall Street, New York, New York, 10004-2109
Edward D. Miller				AXA Financial, Inc., 1290 Avenue of the Americas, New York, New York, 10104
Leonard Stern				Shepardson, Stern & Kaminsky, 88 Pine Street, New York, New York 10005

Officers and Employees

The Company’s executive officers who are ‘‘participants’’ in the Company’s solicitation of proxies are set forth below along with their position with the Company. The business address for each of the below participants is The Topps Company Inc., One Whitehall Street, New York, New York, 10004-2109.


Name				Principal Occupation
Scott A. Silverstein				President and Chief Operating Officer
Warren Friss				Vice President – General Manager – Entertainment
Ira Friedman				Vice President – Publishing and New Product Development
Catherine K. Jessup				Vice President – Chief Financial Officer and Treasurer

Information Regarding Ownership of the Company’s Securities by Participants

The number of shares of Common Stock held by directors and the named executive officers is set forth under the ‘‘Security Ownership of Certain Beneficial Owners and Management’’ section of this Proxy Statement.

A-1

Information Regarding Transactions in the Company’s Securities by Participants

The following table sets forth purchases and sales of shares of the Company’s securities by the participants listed below during the past two years.


Name	Date	Number of Shares of Common Stock Acquired (‘‘A’’) or Disposed of (‘‘D’’)^*
Stephen D. Greenberg	7/1/05	1,994A
	7/1/04	2,055A
Ann Kirshner	7/1/05	1,994A
	7/1/04	2,055A
Richard Tarlow	7/1/05	1,994A
	7/1/04	2,055A
Allan Feder	4/17/06	3,000D
	2/3/06	4,455D
	2/3/06	2,000D
	7/1/05	1,994A
	1/7/05	4,500D
	1/7/05	500D
	7/1/04	2,055A
	2/11/04	1,000D
	1/20/04	1,000D
David M. Mauer	2/6/06	1,500D
	2/3/06	2,039D
	2/2/06	100D
	2/2/06	1,561D
	2/1/06	1,000D
	2/1/06	1,000D
	2/1/06	1,300D
	2/1/06	1,700D
	2/1/06	4,000D
	1/31/06	800D
	1/31/06	5,000D
	1/31/06	21,000A
	11/10/05	1,000D
	11/10/05	2,000D
	11/10/05	1,000D
	11/10/05	2,500D
	11/10/05	1,500D
	11/10/05	500D
	11/10/05	1,500D
	7/1/05	1,994A
	7/1/04	2,055A
Jack H. Nusbaum	7/1/05	1,994A
	7/1/04	2,055A
Arthur T. Shorin	1/10/06	10,000A
	8/6/04	3,090A
	8/6/04	6,910A
Edward D. Miller	7/1/05	1,994A
	7/1/04	2,055A
Scott A. Silverstein	1/20/06	12,000A
	4/11/05	2,546A
	6/28/04	15,000A
	6/28/04	15,000D

A-2


Name	Date	Number of Shares of Common Stock Acquired (‘‘A’’) or Disposed of (‘‘D’’)^*
Warren Friss	1/14/04	3,698D
	1/14/04	3,698A
	1/13/04	500D
	1/13/04	500A
	1/12/04	33,468D
	1/12/04	4,718A
	1/12/04	5,000A
	1/12/04	3,750A
	1/12/04	10,000A
	1/12/04	5,000A
	1/12/04	5,000A
Ira Friedman	12/15/04	600D
	11/9/04	4,500A
	11/9/04	2,194D
	11/9/04	900D
	11/9/04	800D
	11/9/04	406D
	11/9/04	200D
	11/5/04	4,500A
	11/5/04	200D
	11/5/04	300D
	11/5/04	4,000D
	11/4/04	718D
	11/4/04	4,500A
	11/4/04	300D
	11/4/04	182D
	11/4/04	900D
	11/4/04	600D
	11/4/04	1,800D
	11/2/04	3,000A
	11/2/04	100D
	11/2/04	200D
	11/2/04	400D
	11/2/04	1,075D
	11/2/04	1,225D
	10/29/04	12,000A
	10/29/04	1,900D
	10/29/04	500D
	10/29/04	100D
	10/29/04	300D
	10/29/04	2,615D
	10/29/04	200D
	10/29/04	1,385D
	10/29/04	768D
	10/29/04	100D
	10/29/04	600D
	10/29/04	500D
	10/29/04	700D
	10/29/04	1,100D
	10/29/04	200D
	10/29/04	1,032D
	6/30/04	100A
	6/30/04	100D
	6/30/04	1,400A

A-3


Name	Date	Number of Shares of Common Stock Acquired (‘‘A’’) or Disposed of (‘‘D’’)^*
	6/30/04	1,400D
	6/30/04	1,200A
	6/30/04	1,200D
	6/30/04	800A
	6/30/04	800D
	6/30/04	800A
	6/30/04	800D
	6/30/04	700A
	6/30/04	700D
	6/29/04	1,395A
	6/29/04	1,395D
	6/29/04	700A
	6/29/04	700D
	6/29/04	700A
	6/29/04	700D
	6/29/04	404A
	6/29/04	404D
	6/29/04	200A
	6/29/04	200D
	6/29/04	200A
	6/29/04	200D
	6/29/04	200A
	6/29/04	200D
	6/29/04	100A
	6/29/04	100D
	6/29/04	100A
	6/29/04	100D
	6/29/04	1A
	6/29/04	1D
Catherine K. Jessup	11/9/05	13,500A
	11/9/05	13,500D
	8/12/04	11,275A
	8/12/04	9,527D
	8/12/04	648D
	8/12/04	500D
	8/12/04	100D
	8/12/04	300D
	8/12/04	200D
	8/4/04	10,000A
	8/4/04	200D
	8/4/04	1,421D
	8/4/04	3,581D
	8/4/04	1,300D
	8/4104	1,800D
	8/4/04	698D
	8/4/04	100D
	8/4/04	400D
	8/4/04	200D
	8/4/04	200D
	8/4/04	100D
	6/30/04	10,000A
	6/30/04	13,725A
	6/29/04	10,000D
	6/30/04	13,725D


*	Excludes options granted under the Company’s 2001 Stock Incentive Plan

A-4

Miscellaneous Information Concerning Participants

Except as described in this Exhibit A or in this Proxy Statement, to the best knowledge of the Company, none of the participants nor any of their respective affiliates or associates (together, the ‘‘Participant Affiliates’’) (i) directly or indirectly beneficially owns any shares of Common Stock of the Company or any securities of any subsidiary of the Company or (ii) has had any relationship with the Company in any capacity other than as a stockholder, employee, officer or director. Furthermore, except as described in the Proxy Statement, to the best knowledge of the Company, neither any participant nor any Participant Affiliate, is either a party to any transaction or series of transactions since the beginning of fiscal 2005, or has knowledge of any currently proposed transaction or series of proposed transactions, (i) to which the Company was or is to be a party, (ii) in which the amount involved exceeds $60,000, and (iii) in which any participant or Participant Affiliate had, or will have, a direct or indirect material interest.

Except as described in this Proxy Statement, to the knowledge of the Company, no participant or Participant Affiliate has any substantial interest, direct or indirect, by security holdings or otherwise, in any matter to be acted upon at the 2006 Annual Meeting.

Except as described in the Proxy Statement, no participant or Participant Affiliate has entered into any agreement or understanding with any person respecting any future employment by the Company or any of its affiliates or any future transactions to which the Company or any of its affiliates will or may be a party. Except as described in the Proxy Statement, there are no contracts, arrangements or understandings by any participant or Participant Affiliate within the past year with any person with respect to any securities of the Company, including, but not limited to, joint ventures, loan or option arrangements, puts or calls, guarantees against loss or guarantees of profit, division of losses or profits, or the giving or withholding of proxies. During the past 10 years no participant has been convicted of a crime more serious than a traffic violation or similar misdemeanor.

A-5

If you have any questions, require assistance in voting your WHITE proxy card,
or need additional copies of proxy material, please call
MacKenzie Partners at the phone numbers listed below.

105 Madison Avenue
New York, NY 10016
(212) 929-5500 (Call Collect)
or
Call Toll Free (800) 322-2885

Email: proxy@mackenziepartners.com

Preliminary Copies

PROXY

THE TOPPS COMPANY, INC.

The undersigned hereby appoints SCOTT SILVERSTEIN and VINIT BHARARA, and each of them, the attorneys and proxies of the undersigned, with full power of substitution, to vote on behalf of the undersigned all the shares of stock of THE TOPPS COMPANY, INC. (the ‘‘Company’’), which the undersigned is entitled to vote at the Annual Meeting of Stockholders of the Company to be held at on , 2006 at A.M. (local time) and at all adjournments or postponements thereof, hereby revoking any proxy heretofore given with respect to such stock.

The undersigned authorizes and instructs said proxies to vote as follows:


1. ELECTION OF DIRECTORS	FOR all nominees listed below (except marked to the contrary below)	WITHHOLD AUTHORITY to vote for all nominees listed below

Arthur Shorin, Edward Miller and Leonard Stern

(INSTRUCTIONS: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE, WRITE THAT NOMINEE’S NAME IN THE SPACE PROVIDED BELOW.)

Withhold Authority:


2.	To ratify the appointment of Deloitte & Touche LLP, as independent auditors for the Company for the fiscal year ending March 3, 2007.

FOR

AGAINST

ABSTAIN

I hereby authorize the Company’s designated proxies to vote, in their discretion, on such other business and matters incident to the conduct of the meeting as may properly come before the Annual Meeting or any adjournments or postponements thereof.

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

(Continued and to be signed on reverse side)

▴ FOLD AND DETACH HERE ▴

PLEASE VOTE, DATE AND SIGN ON REVERSE AND
RETURN PROMPTLY IN THE ENCLOSED ENVELOPE.

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 ANNUAL MEETING AND ANY ADJOURNMENTS OR POSTPONEMENTS THEREOF. IF NO INSTRUCTION TO THE CONTRARY IS INDICATED, THIS PROXY WILL BE VOTED FOR ALL NOMINEES FOR DIRECTOR AND FOR ITEM 2.

Dated: __________________________, 2006

Please sign exactly as your name or names appear at the left.

Please return this proxy in the accompanying business reply envelope even if you expect to attend in person.

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS.

▴ FOLD AND DETACH HERE ▴

IMPORTANT:
PLEASE SIGN, DATE, AND RETURN THIS PROXY CARD
IN THE ENCLOSED ENVELOPE!