0001209191-11-024336.txt : 20110425
0001209191-11-024336.hdr.sgml : 20110425
20110425180705
ACCESSION NUMBER: 0001209191-11-024336
CONFORMED SUBMISSION TYPE: 3
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20110421
FILED AS OF DATE: 20110425
DATE AS OF CHANGE: 20110425
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: RC2 CORP
CENTRAL INDEX KEY: 0001034239
STANDARD INDUSTRIAL CLASSIFICATION: WHOLESALE-MISC DURABLE GOODS [5090]
IRS NUMBER: 364088307
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
BUSINESS ADDRESS:
STREET 1: 1111 WEST 22ND STREET, SUITE 320
CITY: OAK BROOK
STATE: IL
ZIP: 60523
BUSINESS PHONE: 630-573-7200
MAIL ADDRESS:
STREET 1: 1111 WEST 22ND STREET, SUITE 320
CITY: OAK BROOK
STATE: IL
ZIP: 60523
FORMER COMPANY:
FORMER CONFORMED NAME: RACING CHAMPIONS ERTL CORP
DATE OF NAME CHANGE: 20030401
FORMER COMPANY:
FORMER CONFORMED NAME: RACING CHAMPIONS CORP
DATE OF NAME CHANGE: 19970220
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: TOMY CO LTD
CENTRAL INDEX KEY: 0001160793
FILING VALUES:
FORM TYPE: 3
SEC ACT: 1934 Act
SEC FILE NUMBER: 000-22635
FILM NUMBER: 11778387
BUSINESS ADDRESS:
STREET 1: 7-9-10 TATEISHI, KATSUSHIKA-KU
CITY: TOKYO
STATE: M0
ZIP: 124-8511
BUSINESS PHONE: 011-813-3693-8721
MAIL ADDRESS:
STREET 1: 7-9-10 TATEISHI, KATSUSHIKA-KU
CITY: TOKYO
STATE: M0
ZIP: 124-8511
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Galaxy Dream Corp
CENTRAL INDEX KEY: 0001514708
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 3
SEC ACT: 1934 Act
SEC FILE NUMBER: 000-22635
FILM NUMBER: 11778386
BUSINESS ADDRESS:
STREET 1: 7-9-10 TATEISHI KATSUSHIKA-KU
CITY: TOKYO
STATE: M0
ZIP: 124-8511
BUSINESS PHONE: 813-5654-1262
MAIL ADDRESS:
STREET 1: 7-9-10 TATEISHI KATSUSHIKA-KU
CITY: TOKYO
STATE: M0
ZIP: 124-8511
3
1
c15950_3x0.xml
MAIN DOCUMENT DESCRIPTION
X0203
3
2011-04-21
0
0001034239
RC2 CORP
RCRC
0001160793
TOMY CO LTD
7-9-10 TATEISHI, KATSUSHIKA-KU
TOKYO
M0
124-8511
JAPAN
0
0
1
0
0001514708
Galaxy Dream Corp
C/O TOMY COMPANY, LTD.
7-9-10 TATEISHI, KATSUSHIKA-KU
TOKYO
M0
124-8511
JAPAN
0
0
1
0
Common Stock
19357708
I
See ?Explanation of Responses? below
Pursuant to the Agreement and Plan of Merger, dated March 10, 2011 (the "Merger Agreement"), among Tomy Company, Ltd. ("Parent"), Galaxy Dream Corporation. (the "Purchaser") and RC2 Corporation. (the "Company"), the Purchaser, a wholly owned indirect subsidiary of Parent, commenced a tender offer on March 24, 2011 for all of the outstanding shares of common stock of the Company (the "Shares") at a price of $27.90 per Share in cash. The initial offering period for the tender offer expired at 12:00 midnight New York City time, at the end of Wednesday, April 20, 2011, at which time approximately 19,357,708 Shares had been validly tendered and not withdrawn pursuant to the tender offer (including approximately 719,638 Shares tendered by notice of guaranteed delivery), and such Shares were accepted for purchase by the Purchaser on April 21, 2011. The Shares purchased represent approximately 89.4% of the Company's outstanding Shares.
The acquired securities are owned directly by Purchaser. Purchaser is a wholly owned direct subsidiary of Tomy Corporation, a Delaware corporation, which is a wholly owned direct subsidiary of Parent.
/s/ Kantaro Tomiyama By: President & CEO, on behalf of Tomy Company, Ltd.
2011-04-25
/s/ Kantaro Tomiyama By: President, on behalf of Galaxy Dream Corporation
2011-04-25