-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, KWEy8+Zv83UxDMKI7iZmvIkbVOl/KezXD1kTZU5uKXT9DGj1Pvq6tNocswCOZONu qso3YfhwpVuuVhrTikBOPA== 0000314965-98-000118.txt : 19980710 0000314965-98-000118.hdr.sgml : 19980710 ACCESSION NUMBER: 0000314965-98-000118 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19980709 SROS: NONE GROUP MEMBERS: CAPITAL GUARDIAN TRUST CO GROUP MEMBERS: CAPITAL INTERNATIONAL S.A. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: TOPPS CO INC CENTRAL INDEX KEY: 0000812076 STANDARD INDUSTRIAL CLASSIFICATION: COMMERCIAL PRINTING [2750] IRS NUMBER: 112849283 STATE OF INCORPORATION: DE FISCAL YEAR END: 0228 FILING VALUES: FORM TYPE: SC 13G SEC ACT: SEC FILE NUMBER: 005-38528 FILM NUMBER: 98663692 BUSINESS ADDRESS: STREET 1: ONE WHITEHALL STREET CITY: NEW YORK STATE: NY ZIP: 10004-2109 BUSINESS PHONE: 2123760300 MAIL ADDRESS: STREET 1: ONE WHITEHALL ST STREET 2: ONE WHITEHALL ST CITY: NEW YORK STATE: NY ZIP: 10004 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: CAPITAL GUARDIAN TRUST CO CENTRAL INDEX KEY: 0000314965 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 953939997 STATE OF INCORPORATION: CA FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 333 SOUTH HOPE ST STREET 2: 55TH FL CITY: LOS ANGELES STATE: CA ZIP: 90071 BUSINESS PHONE: 2134869200 MAIL ADDRESS: STREET 1: 333 SOUTH HOPE ST STREET 2: 55TH FL CITY: LOS ANGELES STATE: CA ZIP: 90071 SC 13G 1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20594 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* The Topps Company, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 890786106 (CUSIP Number) Check the following box if a fee is being paid with this statement [ ]. (A fee is not required only if the filing person: (1) has a previous statement on file reporting beneficial ownership of more than five percent of the class of securities described in Item 1: and (2) has filed no amendment subsequent thereto reporting beneficial ownership of five percent or less of such class.) (See Rule 13d-7). *The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page. The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Capital Guardian Trust Company 95-2553868 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* The persons making this filing are affiliated entities; (a) however, they disclaim membership in a group for all purposes other than making this joint filing. (b) 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION California 5 SOLE VOTING POWER 4,838,200 6 SHARED VOTING POWER NUMBER OF SHARES NONE BENEFICIALL Y OWNED BY 7 SOLE DISPOSITIVE POWER EACH REPORTING 5,918,200 PERSON WITH 8 SHARED DISPOSITIVE POWER NONE 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 5,918,200 Beneficial ownership disclaimed pursuant to Rule 13d-4 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 12.8% 12 TYPE OF REPORTING PERSON* BK * SEE INSTRUCTION BEFORE FILLING OUT! 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Capital International S.A. 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* The persons making this filing are affiliated entities; (a) however, they disclaim membership in a group for all purposes other than making this joint filing. (b) 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION Geneva, Switzerland 5 SOLE VOTING POWER 247,100 6 SHARED VOTING POWER NUMBER OF SHARES NONE BENEFICIALL Y OWNED BY 7 SOLE DISPOSITIVE POWER EACH REPORTING 247,100 PERSON WITH 8 SHARED DISPOSITIVE POWER NONE 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 247,100 Beneficial ownership disclaimed pursuant to Rule 13d-4 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 0.5% 12 TYPE OF REPORTING PERSON* IA * SEE INSTRUCTION BEFORE FILLING OUT! SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 Schedule 13G Under the Securities Exchange Act of 1934 Amendment No. Item 1(a) Name of Issuer: The Topps Company, Inc. Item 1(b) Address of Issuer's Principal Executive Offices: One Whitehall Street New York, NY 10004 Item 2(a) Name of Person(s) Filing: Capital Guardian Trust Company and Capital International S.A. Item 2(b) Address of Principal Business Office: 333 South Hope Street Los Angeles, CA 90071 Item 2(c) Citizenship: N/A Item 2(d) Title of Class of Securities: Common Stock Item 2(e) CUSIP Number: 890786106 Item 3 The person(s) filing is(are): (b) [X] Bank as defined in Section 3(a)(6) of the Act. (e) [X] Investment Adviser registered under Section 203 of the Investment Advisers Act of 1940. Item 4 Ownership The persons making this filing are affiliated entities; however, they disclaim membership in a group for all purposes other than making this joint filing. Capital Guardian Trust Company, a bank as defined in Section 3(a)6 of the Act is deemed to be the beneficial owner of 5,918,200 shares or 12.8% of the 46,400,000 shares of Common Stock believed to be outstanding as a result of its serving as the investment manager of various institutional accounts. Capital International S.A. is deemed to be the beneficial owner of 247,100 shares or 0.5% of the 46,400,000 shares of Common Stock believed to be outstanding as a result of its serving as the investment manager of various institutional accounts. Item 5 Ownership of 5% or Less of a Class: [ ] Item 6 Ownership of More than 5% on Behalf of Another Person: N/A Item 7 Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company: N/A Item 8 Identification and Classification of Members of the Group: 1. Capital Guardian Trust Company is a bank as defined in Section 3(a)(6) of the Act and a wholly owned subsidiary of The Capital Group Companies, Inc. 2. Capital International S.A. (CISA) does not fall within any of the categories described in Rule 13d-1-(b)(ii)(A-F) but its holdings of any reported securities come within the five percent limitation as set forth in a December 15, 1986 no- action letter from the Staff of the Securities and Exchange Commission to The Capital Group Companies, Inc. CISA is a wholly owned subsidiary of Capital Group International, Inc. which is a wholly owned subsidiary of The Capital Group Companies, Inc. Item 9 Notice of Dissolution of the Group: N/A Item 10 Certification By signing below, I certify that, to the best of my knowledge and belief, the securities referred to above were acquired in the ordinary course of business and were not acquired for the purpose of and do not have the effect of changing or influencing the control of the issuer of such securities and were not acquired in connection with or as a participant in any transaction having such purpose or effect. Signature After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Date: July 9, 1998 (For the period ended December 31, 1997) Signature: *David I. Fisher Name/Title: David I. Fisher, Chairman Capital Guardian Trust Company Date: July 9, 1998 (For the period ended December 31, 1997) Signature: *David I. Fisher Name/Title: David I. Fisher, President du Conseil Capital International S.A. *By Michael J. Downer Attorney-in-fact Signed pursuant to a Power of Attorney dated June 16, 1998 included as an Exhibit to Schedule 13G filed with the Securities and Exchange Commission by Capital Guardian Trust Company on July 9, 1998 with respect to Acclaim Entertainment, Inc. AGREEMENT Los Angeles, CA July 9, 1998 Capital Guardian Trust Company ("CGTC"), Capital International S.A. ("CISA") hereby agree to file a joint statement on Schedule 13G under the Securities Exchange Act of 1934 (the "Act") in connection with their beneficial ownership of Common Stock issued by The Topps Company, Inc. CGTC, CISA state that they are each entitled to individually use Schedule 13G pursuant to Rule 13d-1(c) of the Act. CGTC, CISA are each responsible for the timely filing of the statement and any amendments thereto, and for the completeness and accuracy of the information concerning each of them contained therein but are not responsible for the completeness or accuracy of the information concerning the others. CAPITAL GUARDIAN TRUST COMPANY BY: *David I. Fisher David I. Fisher, Chairman Capital Guardian Trust Company CAPITAL INTERNATIONAL S.A. BY: *David I. Fisher David I. Fisher, President du Conseil Capital International S.A. *By Michael J. Downer Attorney-in-fact Signed pursuant to a Power of Attorney dated June 16, 1998 included as an Exhibit to Schedule 13G filed with the Securities and Exchange Commission by Capital Guardian Trust Company on July 9, 1998 with respect to Acclaim Entertainment, Inc. -----END PRIVACY-ENHANCED MESSAGE-----