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