-----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, TVZuwAmuJG7xPtXzypyRqLICC2chQxvuxjlBXLnyBiSrxMp9K9625YXSNsVO9crU Jl8Hy5pt5u7J42hWed75fQ== 0000897226-06-000083.txt : 20060214 0000897226-06-000083.hdr.sgml : 20060214 20060214161331 ACCESSION NUMBER: 0000897226-06-000083 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20060214 DATE AS OF CHANGE: 20060214 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/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-38528 FILM NUMBER: 06615217 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: 593654603 STATE OF INCORPORATION: FL FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 8889 PELICAN BAY BLVD STREET 2: STE 500 CITY: NAPLES STATE: FL ZIP: 34108 BUSINESS PHONE: 9412542525 MAIL ADDRESS: STREET 1: 8889 PELICAN BAY BLVD STREET 2: STE 500 CITY: NAPLES STATE: FL ZIP: 34108 FORMER COMPANY: FORMER CONFORMED NAME: PRIVATE CAPITAL MANAGEMENT INC /FL DATE OF NAME CHANGE: 19950223 SC 13G/A 1 topp.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Amendment No. 5 (Name of Issuer) TOPPS CO. (Title of Class of Securities) Common Stock (CUSIP Number) 890786106 Rule 13d-1(b) 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 9,514,371 SOLE DISPOSITIVE POWER SHARED DISPOSITIVE POWER 9,514,371 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 9,514,371 PERCENT OF CLASS REPRESENTED BY AGGREGATE AMOUNT BENEFICIALLY OWNED 23.8% 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 0 SHARED VOTING POWER 9,514,371 SOLE DISPOSITIVE POWER 0 SHARED DISPOSITIVE POWER 9,514,371 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 9,514,371 AGGREGATE AMOUNT BENEFICIALLY OWNED EXCLUDES CERTAIN SHARES (no) PERCENT OF CLASS REPRESENTED BY AGGREGATE AMOUNT BENEFICIALLY OWNED 23.8% 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 9,514,371 SOLE DISPOSITIVE POWER 0 SHARED DISPOSITIVE POWER 9,514,371 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 9,514,371 AGGREGATE AMOUNT BENEFICIALLY OWNED EXCLUDES CERTAIN SHARES (no) PERCENT OF CLASS REPRESENTED BY AGGREGATE AMOUNT BENEFICIALLY OWNED 23.8% 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: 8889 Pelican Bay Blvd., Naples, FL 34108 (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, L.P. 2) Bruce S. Sherman 3) Gregg J. Powers (c)Citizenship 1) Delaware 2) U.S. 3) U.S. Item 4. (a) Amount Beneficially Owned* 1) 9,514,371 2) 9,514,371 3) 9,514,371 (b) Percent of Class 1) 23.8% 2) 23.8% 3) 23.8% (c) Number of shares as to which such person has: (i) sole power to vote or to direct the vote 1) 0 2) 0 3) 0 (ii) shared power to vote or to direct the vote 1) 9,514,371 2) 9,514,371 3) 9,514,371 (iii) sole power to dispose or to direct the disposition of 1) 0 2) 0 3) 0 (iv) shared power to dispose or to direct the disposition of 1) 9,514,371 2) 9,514,371 3) 9,514,371 * Bruce S. Sherman is CEO of Private Capital Management (PCM) and Gregg J. Powers is President of PCM. In these capacities, Messrs. Sherman and Powers exercise shared dispositive 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 PCM's clients and disclaim the existence of a group. ** Bruce S. Sherman and Gregg J. Powers as, respectively, the CEO and President of PCM, exercise shared voting authority with respect to shares held by those PCM clients that have delegated proxy voting authority to PCM. Such delegation may be granted or revoked at any time at the client's discretion. 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, 2006 /s/ Bruce S. Sherman Bruce S. Sherman as CEO, PCM as, individual, as applicable /s/ Gregg J. Powers Gregg J. Powers as President, PCM as, individual, as applicable -----END PRIVACY-ENHANCED MESSAGE-----