-----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, Qp12vq6aC7oVLGEcI02M/wav6Zm9r5IS6PmdvJEYSRKqTTepk35vULTeqKyFBsIU FVH+3Li5hQywC9T6Ab4ZxQ== 0000897226-01-000069.txt : 20010223 0000897226-01-000069.hdr.sgml : 20010223 ACCESSION NUMBER: 0000897226-01-000069 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20010215 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: 1546496 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 CITY: NEW YORK STATE: NY ZIP: 10004 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: PRIVATE CAPITAL MANAGEMENT CENTRAL INDEX KEY: 0000897226 STANDARD INDUSTRIAL CLASSIFICATION: UNKNOWN SIC - 0000 [0000] IRS NUMBER: 592756929 STATE OF INCORPORATION: FL FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 3003 TAMIAMI TRAIL NORTH CITY: NAPLES STATE: FL ZIP: 33940 BUSINESS PHONE: 9414344069 MAIL ADDRESS: STREET 1: 3003 TAMIAMI TRAIL NORTH STREET 2: 3003 TAMIAMI TRAIL NORTH CITY: NAPLES STATE: FL ZIP: 33940 FORMER COMPANY: FORMER CONFORMED NAME: PRIVATE CAPITAL MANAGEMENT INC /FL DATE OF NAME CHANGE: 19950223 SC 13G 1 0001.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Name of Issuer) TOPPS CO. (Title of Class of Securities) Common Stock (CUSIP Number) 890786106 NAME OF REPORTING PERSON Private Capital Management I.R.S. IDENTIFICATION NO. 59-3654603 MEMBER OF A GROUP? (b) X PLACE OF ORGANIZATION Delaware NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: SOLE VOTING POWER 0 SHARED VOTING POWER 4592318 SOLE DISPOSITIVE POWER 0 SHARED DISPOSITIVE POWER 4592318 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 4592318 PERCENT OF CLASS REPRESENTED BY AGGREGATE AMOUNT BENEFICIALLY OWNED 10.3% TYPE OF REPORTING PERSON IA NAME OF REPORTING PERSON Bruce S. Sherman I.R.S. IDENTIFICATION NO. ###-##-#### MEMBER OF A GROUP? (b) X CITIZENSHIP U.S. Citizen NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: SOLE VOTING POWER 9200 SHARED VOTING POWER 4592318 SOLE DISPOSITIVE POWER 9200 SHARED DISPOSITIVE POWER 4592318 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 4601518 AGGREGATE AMOUNT BENEFICIALLY OWNED EXCLUDES CERTAIN SHARES (yes) PERCENT OF CLASS REPRESENTED BY AGGREGATE AMOUNT BENEFICIALLY OWNED 10.3% TYPE OF REPORTING PERSON IN NAME OF REPORTING PERSON Gregg J. Powers I.R.S. IDENTIFICATION NO. ###-##-#### MEMBER OF A GROUP? (b) X CITIZENSHIP U.S. Citizen NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: SOLE VOTING POWER 0 SHARED VOTING POWER 4592318 SOLE DISPOSITIVE POWER 0 SHARED DISPOSITIVE POWER 4592318 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 4592318 AGGREGATE AMOUNT BENEFICIALLY OWNED EXCLUDES CERTAIN SHARES (yes) PERCENT OF CLASS REPRESENTED BY AGGREGATE AMOUNT BENEFICIALLY OWNED 10.3% TYPE OF REPORTING PERSON IN ITEMS 1 - 10 OF GENERAL INSTRUCTIONS Item 1. (a)Name of Issuer: TOPPS CO. (b)Address of Issuer: One Whitehall Street, New York, NY 10004 Item 2. (a)Name of Person Filing: See Exhibit 1 (b)Address of Person Filing: 3003 Tamiami Trail N., Naples, FL 34103 (c)Citizenship: See Exhibit 1 (d)Title of Class of Securities: Common Stock (e)CUSIP Number: 890786106 Item 3. The reporting person is filing as an Investment Adviser registered under section 203 of the Investment Advisers Act of 1940. Item 4. Ownership (a)Amount Beneficially Owned: See Exhibit 1 (b)Percent of Class: See Exhibit 1 (c)Number of Shares as to which such person has: (i)sole power to vote or to direct the vote: See Exhibit 1 (ii)shared power to vote or to direct the vote: See Exhibit 1 (iii)sole power to dispose or to direct the disposition of: See Exhibit 1 (iv)shared power to dispose or to direct the disposition of: See Exhibit 1 Item 5. Ownership of Five Percent or Less of Class: N/A Item 6. Ownership of More than Five Percent 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: See Exhibit 1 Item 9. Notice of Dissolution of 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 purposes 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: See Exhibit 2 Signature: See Exhibit 2 Name/Title: See Exhibit 2 Exhibit 1 Item 2. (a) Name of Person Filing 1) Private Capital Management, Inc. 2) *Bruce S. Sherman 3) *Gregg J. Powers (c)Citizenship 1) Florida 2) U.S. 3) U.S. Item 4. (a) Amount Beneficially Owned 1) 4592318 2) 4601518 3) 4592318 (b) Percent of Class 1) 10.3% 2) 10.3% 3) 10.3% (c) Number of shares as to which such person has: (i) sole power to vote or to direct the vote 1) 0 2) 9200 3) 0 (ii) shared power to vote or to direct the vote 1) 4592318 2) 4592318 3) 4592318 (iii) sole power to dispose or to direct the disposition of 1) 0 2) 9200 3) 0 (iv) shared power to dispose or to direct the disposition of 1) 4592318 2) 4592318 3) 4592318 * Bruce S. Sherman is Chairman of Private Capital Management (PCM) and Gregg J. Powers is President of PCM. In these capacities, Messrs. Sherman and Powers exercise shared dispositive and shared voting power with respect to shares held by PCM's clients and managed by PCM. Messrs. Sherman and Powers disclaim beneficial ownership for the shares held by EVF and by PCM's clients and disclaim the existence of a group. Exhibit 2 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: February 14, 2001 _____________________________________ Bruce S. Sherman as Chairman, PCM as Managing Director, SPS as, individual, as applicable ______________________________________ Gregg J. Powers as President, PCM as General Partner, SPS as, individual, as applicable -----END PRIVACY-ENHANCED MESSAGE-----