Company Name: Topps Co., Inc.
Public Availability Date: April 3, 2006

Document Sections:

INQUIRY LETTER
INQUIRY LETTER
STAFF REPLY LETTER

[INQUIRY LETTER]

February 28, 2006

Office of Chief Counsel
Division of Corporation Finance
Securities and Exchange Commission
100 F Street, NE
Washington, DC 20549

Re: The Topps Company, Inc. - Omission of Stockholder Proposal Pursuant to Rule 14a-8

Dear Sir or Madam:

We are writing on behalf of our client, The Topps Company, Inc., a Delaware corporation (the "Company"), pursuant to Rule 14a-8(j) under the Securities Exchange Act of 1934, as amended, to respectfully request that the Staff of the Division of Corporation Finance (the "Staff") of the Securities and Exchange Commission concur with the Company's view that, for the reasons stated below, the stockholder proposal and supporting statement (the "Proposal") submitted by Pembridge Value Opportunity Fund LP, Pembridge Capital Management LLC and Mr. Timothy E. Brog (collectively, the "Proponents"), may properly be omitted from the proxy materials to be distributed by the Company in connection with its 2006 annual meeting of stockholders (the "Proxy Materials"). The Proponents have requested that all correspondence concerning the Proposal be directed to Mr. Brog.

Pursuant to Rule 14a-8(j)(2), we are enclosing six copies of(i) this letter, (ii) the Proposal and accompanying correspondence dated January 9, 2006 submitted by the Proponents, attached hereto as Exhibit A, (iii) a copy of a letter dated January 20, 2006, from the Company to the Proponents, notifying the Proponents of procedural and eligibility defects of the Proposal (the "Notification Letter"), attached hereto as Exhibit B, (iv) a legal opinion from Richards, Layton & Finger P.A. addressed to the Company in support of this letter (the "Delaware Law Opinion"), attached hereto as Exhibit C, (v) a copy of the Company's Restated Certificate of Incorporation (the "Restated Certificate"), attached hereto as Exhibit D and (vi) a copy of the Company's Restated By-Laws, (the "Restated By-Laws") attached hereto as Exhibit E. In accordance with Rule 14a-8(j)(1), a copy of this submission is simultaneously being sent to the Proponents.

I. Introduction

The Proposal contains a resolution seeking to amend the Restated By-Laws to allow stockholders holding an aggregate of at least 15% of the outstanding shares of the Company to call special meetings of stockholders. An introduction precedes the resolution. The text of the resolution, as set forth in the Proposal, reads as follows:

RESOLVED, that [sic] first two sentences of Section 3 of the Company's Restated By-laws be further amended and restated to read in full as follows:

"Section 3. Special Meetings. Special meetings of the stockholders, may be called at any time by (i) the President, (ii) the Chairman of the Board, (iii) the Board of Directors pursuant to a resolution adopted by a majority of the total numbers of directors that the Corporation would have if there were no vacancies, or (iv) Stockholders holding in the aggregate at least fifteen percent (15%) of all the votes entitled to be cast on any issue proposed to be considered at the special meeting."

This resolution is followed by a statement in support of the resolution by the Proponents. The full text of the Proposal is set forth in the letter attached as Exhibit A.

The Company respectfully requests confirmation that no enforcement action will be recommended if the Company properly omits the Proposal from its Proxy Materials on the following grounds:

1. The Proponents have failed to provide documentary support indicating that the Proponents satisfied the minimum ownership requirements of Rule 14a-8(b); and

2. The Proposal violates Rule 14a-8(i)(2) as the Proposal would, if implemented, cause the Company to violate Delaware law.

II. Bases for Excluding the Proposal

A. The Proponents have not demonstrated eligibility under Rule 14a-8(b).

Rule 14a-8(b)(1) requires that the Proponents must have continuously held at least $2,000 in market value, or 1%, of the Company's securities entitled to be voted on the proposal at the meeting for at least one year by the date the Proponents submit a proposal. According to the Company's records, the Proponents are not record holders of Company voting securities. Accordingly, pursuant to Rule 14a-8(b)(2), the Proponents must prove their eligibility to submit the Proposal by either: (i) submitting to the Company "a written statement" from the "record" holder of their securities verifying that, at the time of their submission of the Proposal, they continuously held the securities for at least one year; or (ii) submitting to the Company a copy of a Schedule 13D, Schedule 13G, Form 3, Form 4, and/or Form 5, or amendments to those documents or updated forms which reflect the Proponents' ownership of the shares as of or before the date on which the one-year eligibility period began.

The Proponents have failed to satisfy the requirements of Rule 14a-8(b)(2) as no documentation verifying the eligibility of the Proponents was provided to the Company.

In accordance with Rule 14a-8(f), on January 20, 2006, eleven days after the Company's receipt of the Proposal, the undersigned, on behalf of the Company, sent the Notification Letter to the Proponents, by hand delivery, notifying the Proponents that the Proposal did not comply with the provisions of Rule 14a-8(b). Specifically, the Notification Letter requested that the Proponents provide the Company, within 14 calendar days of their receipt of the Notification Letter, a written statement from the record owner of the Proponents' shares verifying the Proponents' continuous ownership of at least $2,000 in market value, or 1%, of the Company's voting stock for at least one year prior to their submission of the Proposal. In accordance with Section C.2. of the Division of Corporation Finance Staff Bulletin No. 14B (September 15, 2004), the Notification Letter addressed the specific requirements of Rule 14a-8(b)(2)(i). The Company has obtained from Select Express & Logistics, Inc., the messenger service that delivered the letter, a signed confirmation that the Notification Letter was delivered to the Proponents on Friday, January 20, 2006, and a copy of such confirmation is included with the Notification Letter attached hereto as Exhibit B.

To the Company's knowledge, the Proponents did not furnish the written information requested in the Notification Letter within the required 14-day period (and have not furnished such information as of the date of this letter).

Based on the foregoing, the Company may properly omit the Proposal from its Proxy Materials pursuant to Rule 14a-8(f). The Staff has previously concurred that stockholder proposals could properly be omitted under Rule 14a-8(f) when a stockholder has not responded to a company's proper request for documentary support evidencing that the minimum ownership requirements of Rule 14a-8(b) are satisfied. See McKesson Corporation, SEC No-Action Letter, 2005 LEXIS 434 (Mar. 19, 2005); CNF Inc., SEC No-Action Letter, 2004 LEXIS 26 (January 12, 2004); Halliburton Company, SEC No-Action Letter, 2003 LEXIS 431 (March 7, 2003); Nextel Partners, Inc., SEC No-Action Letter, 2003 LEXIS 305 (March 3, 2003).

B. The Proposal would, if implemented, cause the Company to violate applicable Delaware state law.

Rule 14a-8(i)(2) provides that a company may properly omit a stockholder proposal and any statement of support thereof from its proxy materials "if the proposal would, if implemented, cause the company to violate any state, federal, or foreign law to which it is subject." For the reasons sets forth below and in the accompanying Delaware Law Opinion, the Company believes that the Proposal, if implemented, would cause the Company to violate the Delaware General Corporation Law (the "DGCL").

The Proposal seeks amendment to the Restated By-Laws to permit stockholders and the President of the Company to call special meetings of the Company's stockholders. Pursuant to Section 109(b) of the DGCL, the by-laws of a company may not be "inconsistent with the certificate of incorporation." Article Eighth of the Restated Certificate states that "Special meetings of the stockholders of the Corporation for any purpose or purposes may be called at any time by the Board of Directors or the Chairman of the Board of Directors. Special meetings of the stockholders of the Corporation may not be called by any other person or persons." Given that the Restated Certificate does not allow stockholders or the President of the Company to call special meetings of stockholders, the proposed amendment to the Restated By-Laws would create an inconsistency between the Restated By-Laws and the Restated Certificate, causing the Company to violate Section 109(b) of the DGCL. See, e.g., Oberly v. Kirby, 592 A.2d 445, 459 n.6 (Del. 1991); Centaur Partners, IV v. Nat'l Intergroup, Inc., 582 A.2d 923, 929 (Del. 1990); Burr v. Burr Corp., 291 A.2d 409, 410 (Del. Ch. 1972); Prickett v. Am. Steel & Pump Corp., 253 A.2d 86, 88 (Del. Ch. 1969). This conclusion and the discussion of Delaware law are supported by the Delaware Law Opinion.

Based upon the foregoing, the Company may properly omit the Proposal from its Proxy Materials, pursuant to Rule 14a-8(i)(2). The Staff has concurred that similar proposals could properly be omitted under Rule 14a-8(i)(2). See Xerox Corporation, SEC No-Action Letter, 2004 LEXIS 356 (Feb. 23, 2004); Burlington Resources Inc., SEC No-Action Letter, 2003 LEXIS 180 (Feb. 7, 2003); See also Toys "R" Us, Inc., SEC No-Action Letter, 2002 LEXIS 571 (Apr. 9, 2002); Allied Signal, Inc., SEC No-Action Letter, 1999 LEXIS 104 (Jan. 29, 1999).

III. Conclusion

For the reasons discussed above, the Company requests that the Staff concur with the Company's view that the Proposal may properly be omitted from the Proxy Materials. Should the Staff disagree with the Company's position or require any additional information, we would greatly appreciate the opportunity to confer with the Staff concerning these matters prior the issuance of a formal response.

If the Staff has any questions or comments regarding the foregoing, please contact the undersigned at (212) 728-8222.

Very truly yours,

/s/

Steven J. Gartner

[INQUIRY LETTER]

January 9, 2006

BY HAND AND FACSIMILE

Mr. Warren Friss, Corporate Secretary
Mr. Leon J. Gutman, Assistant Secretary
Mr. Arthur Shorin, Chairman and Chief Executive Officer
The Topps Company, Inc.
One Whitehall Street
New York, New York 10004

Dear Gentlemen:

This is a notice (the "Notice") of the decision of Pembridge Value Opportunity Fund LP ("PVOF"), which, with Pembridge Capital Management LLC ("PCM"), general partner of PVOF, and Timothy E. Brog, Manager of PCM, as of the date hereof, collectively are the beneficial owner and record owner of 223,390 and 100 shares (collectively, the "Shares") respectively, of The Topps Company, Inc.'s (the "Company" or "Topps"), common stock, par value $.01 per share (the "Common Stock"), to (i) request that its stockholder proposal be included in the Company's proxy statement for the 2006 Annual Meeting of Stockholders of the Company, including any adjournments or postponements thereof or any special meeting that may be called in lieu thereof (the "Annual Meeting") and (ii) that PVOF will present such stockholder proposal at the 2006 Annual Meeting. This Notice is being delivered in accordance with the requirements set forth in Rule 14a-8 under the Securities Exchange Act of 1934 and Article II, Section 4 of the Restated Bylaws of the Company (the "Bylaws").

PVOF has continuously held at least $2,000 in market value of the Common Stock for at least one year. We also expect to continue to hold those securities through the date of the Annual Meeting.

NOTICE OF INTENTION TO PRESENT A STOCKHOLDER PROPOSAL

This Notice sets forth (i) a brief description of the business desired to be brought before the Annual Meeting and the reasons for conducting such business at the Annual Meeting; (ii) the name and record address of PVOF; (iii) the class or series and number of shares of capital stock of the Company which are owned beneficially or of record by PVOF; (iv) a description of all arrangements or understandings between PVOF and any other person or persons in connection with the proposal of such business by PVOF and any material interest of PVOF in such business; and (v) a representation that PVOF intends to appear in person or by proxy at the Annual Meeting.

Proposal: PVOF hereby notifies the Company that it intends to bring the below described business before the Annual Meeting in the form of a proposal (the "Proposal") to the stockholders and PVOF requests that the following text and Proposal be included in the Company's Proxy Statement for the Annual Meeting.

INTRODUCTION

Under Delaware General Corporation Law, stockholders of a company incorporated in Delaware, such as Topps, may not call a special meeting of shareholders unless the company's by-laws or articles of incorporation provide this right. Neither the Company's by-laws nor its charter currently allow stockholders to call a special meeting. Pembridge Value Opportunity Fund is now proposing an amendment to the Company's by-laws that would allow shareholders holding an aggregate of at least 15% of the outstanding shares of the Company to call a special meeting of stockholders.

RESOLUTION

The resolution to be considered by the stockholders at the Annual Meeting reads as follows:

RESOLVED, that first two sentences of Section 3 of the Company's Restated By-laws be further amended and restated to read in full as follows:

"Section 3. Special Meetings. Special meetings of the stockholders, may be called at any time by (i) the President, (ii) the Chairman of the Board, (iii) the Board of Directors pursuant to a resolution adopted by a majority of the total number of directors that the Corporation would have if there were no vacancies, or (iv) Stockholders holding in the aggregate at least fifteen percent (15%) of all the votes entitled to be cast on any issue proposed to be considered at the special meeting."

SUPPORTING STATEMENT

Pembridge believes that permitting an appropriate number of stockholders to call a special meeting of stockholders promotes shareholder democracy. Pembridge also believes that a meaningful aggregate share ownership requirement properly balances the dual goals of shareholder democracy and efficient corporate governance.

The record address of PVOF, PCM and Mr. Brog is 370 Lexington Avenue, 19th Floor, New York, New York 10017.

PVOF is the beneficial owner and record owner of 203,349 and 100 shares of Common Stock, respectively. Mr. Brog owns 19,941 shares of Common Stock

There are no arrangements or understandings between PVOF and any other person or persons in connection with the proposal of such business by PVOF and any material interest of PVOF in such business.

PVOF represents that it intends to appear in person at the Annual Meeting.

The information included in this Notice represents our best knowledge as to the matters set forth herein as of the date hereof. We reserve the right, in the event such information shall be or become inaccurate, to provide corrective information to the Company as soon as reasonably practicable, although we do not commit to update any information which may change from and after the date hereof.

If this Notice shall be deemed for any reason by a court of competent jurisdiction to be ineffective with respect to the Proposal, this Notice shall continue to be effective with respect to meeting the advance notice requirements set forth in Rule 14a-8 under the Securities Exchange Act of 1934.

We reserve the right to give further notice of business to be presented or conducted at the Annual Meeting (including, without limitation, the election of one or more directors to the Board of Directors of the Company) or any other meeting of the Company's stockholders.

Please direct any questions regarding the information contained in this Notice to Timothy Brog, Pembridge Value Opportunity Fund LP, 370 Lexington Avenue, 19th Floor, New York, New York 10017, (212) 557-6143 (Phone), (212) 557-6140 (Facsimile).

IN WITNESS WHEREOF, the undersigned have caused this Notice to be duly executed on the date first above written.

Very truly yours,

PEMBRIDGE VALUE OPPORTUNITY FUND LP

By: /s/

Timothy E. Brog,
as Manager of Pembridge Capital Management LLC

[STAFF REPLY LETTER]

April 3, 2006

Response of the Office of Chief Counsel Division of Corporation Finance

Re: The Topps Company, Inc.

Incoming Letter dated February 28, 2006

The proposal would amend the company's by-laws to allow stockholders holding an aggregate of at least 15% of the outstanding shares of the company to call a special meeting of stockholders.

There appears to be some basis for your view that Topps may exclude the proposal under rule 14a-8(f). We note that the proponents appear not to have responded to Topps' request for documentary support indicating that they have satisfied the minimum ownership requirement for the one-year period required by rule 14a-8(b). Accordingly, we will not recommend enforcement action to the Commission if Topps omits the proposal from its proxy materials in reliance on rules 14a-8(b) and 14a-8(f). In reaching this position, we have not found it necessary to address the alternative basis for omission upon which Topps relies.

Sincerely,

/s/

Mark F. Vilardo
Special Counsel