SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person* TOMY CO LTD (Last) (First) (Middle) 7-9-10 TATEISHI, KATSUSHIKA-KU (Street) TOKYO M0 124-8511 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 04/21/2011	3. Issuer Name and Ticker or Trading Symbol RC2 CORP [ RCRC ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director X 10% Owner Officer (give title below) Other (specify below)	5. If Amendment, Date of Original Filed (Month/Day/Year)
			6. Individual or Joint/Group Filing (Check Applicable Line) Form filed by One Reporting Person X Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	19,357,708(1)	I	See ?Explanation of Responses? below(2)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

1. Name and Address of Reporting Person* TOMY CO LTD (Last) (First) (Middle) 7-9-10 TATEISHI, KATSUSHIKA-KU (Street) TOKYO M0 124-8511 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Galaxy Dream Corp (Last) (First) (Middle) C/O TOMY COMPANY, LTD. 7-9-10 TATEISHI, KATSUSHIKA-KU (Street) TOKYO M0 124-8511 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

Explanation of Responses:

1. 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.

2. 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.	04/25/2011
	/s/ Kantaro Tomiyama By: President, on behalf of Galaxy Dream Corporation	04/25/2011
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
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