UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14D-9
Solicitation/Recommendation Statement Under
Section 14(d)(4) of the Securities Exchange Act of 1934
(Amendment No. 7)
RC2 Corporation
(Name of Subject Company)
RC2 Corporation
(Name of Person Filing Statement)
Common Stock, par value $0.01 per share
(Title of Class of Securities)
749388104
(CUSIP Number of Class of Securities)
Curtis W. Stoelting
Chief Executive Officer
RC2 Corporation
1111 West 22
nd
Street, Suite 320
Oak Brook, Illinois 60523
(630) 573-7200
(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications on Behalf of Person Filing Statement)
With a copy to:
James M. Bedore, Esq.
Reinhart Boerner Van Deuren s.c.
1000 North Water Street, Suite 1700
Milwaukee, Wisconsin 53202
(414) 298-1000
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Check the box if the filing relates solely to preliminary
communications made before the commencement of a tender offer.
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This Amendment No. 7 amends and supplements the Solicitation/Recommendation Statement on
Schedule 14D-9 filed with the Securities and Exchange Commission (the “SEC”) by RC2 Corporation, a
Delaware corporation (the “Company” or “RC2”), on March 24, 2011 (which, together with this
Amendment No. 7, Amendment No. 6 filed on April 21, 2011, Amendment No. 5 filed on April 19, 2011,
Amendment No. 4 filed on April 12, 2011, Amendment No. 3 filed on April 11, 2011, Amendment No. 2
filed on April 8, 2011, Amendment No. 1 filed on March 29, 2011 and any subsequent amendments or
supplements thereto, collectively, constitute the “Schedule 14D-9”). The Schedule 14D-9 relates to
the tender offer by Galaxy Dream Corporation, a Delaware corporation (the “Purchaser”) and a wholly
owned indirect subsidiary of TOMY Company, Ltd., a company organized under the laws of Japan
(“Parent”), to purchase all of the outstanding shares of the Company’s common stock, par value
$0.01 per share, at a purchase price of $27.90 per share, net to the seller in cash, without
interest thereon and less any applicable withholding taxes, upon the terms and subject to the
conditions set forth in the Offer to Purchase, dated March 24, 2011 (as amended or supplemented
from time to time, the “Offer to Purchase”), and in the related Letter of Transmittal (as amended
or supplemented from time to time, the “Letter of Transmittal”) (which offer, upon such terms and
subject to such conditions, as it and they may be amended or supplemented from time to time,
constitutes the “Offer”). Copies of the Offer to Purchase and Letter of Transmittal are filed as
Exhibit (a)(1)(A) and Exhibit (a)(1)(B) to the Schedule 14D-9, respectively, and are incorporated
herein by reference. Any capitalized term used and not otherwise defined herein shall have the
meaning ascribed to such term in the Schedule 14D-9.
This Amendment No. 7 is being filed to reflect certain updates as reflected below. Except as
otherwise indicated below, the information set forth in the prior Schedule 14D-9 remains unchanged
and is incorporated herein by reference as relevant to the items in this Amendment No. 7.
Item 8. Additional Information.
Item 8, “Additional Information” is hereby amended and supplemented by adding the following
paragraph at the end of the subsection entitled “Expiration of Offer; Subsequent Offering Period”:
“On April 26, 2011, Parent issued a press release announcing that the Purchaser has extended
the expiration of the previously announced subsequent offering period to 5:00 p.m., New York City
time, on Wednesday, April 27, 2011. Parent and the Purchaser have advised the Company that, based
on information from the depositary for the Offer, as of 12:00 Midnight, New York City time, at the
end of Monday, April 25, 2011, a total of 19,449,210 shares of Common Stock (including 581,755
shares of Common Stock tendered pursuant to notices of guaranteed delivery in the initial offering
period) had been validly tendered and not withdrawn in the initial offering period and subsequent
offering period, which shares of Common Stock in the aggregate represent approximately 89.8% of the
outstanding shares of Common Stock. All shares of Common Stock that were validly tendered and not
validly withdrawn in the initial offering period and all shares of Common Stock validly tendered
during the subsequent offering period have been accepted and payment for the shares of Common Stock
has been or will be made, at the offer price of $27.90 per share, net to the seller in cash,
without interest and less any applicable withholding taxes. Stockholders who tender shares of
Common Stock during the subsequent offering period will be paid the same $27.90 per share cash
consideration paid during the initial offering period. The Purchaser will continue to immediately
accept for payment all shares of Common Stock validly tendered during this subsequent offering
period, and payment will be made promptly after acceptance, in accordance with the terms of the
Offer. The procedures for accepting the Offer and tendering shares of Common Stock during the
subsequent offering period are the same as those described for the Offer in the Offer to Purchase,
except that (i) guaranteed delivery procedures may not be used during the subsequent offering
period and (ii) shares of Common Stock tendered during the subsequent offering period may not be
withdrawn.”
Item 9. Exhibits.
Item 9, “Exhibits” is hereby amended and supplemented by inserting the following exhibit
thereto:
“(a)(1)(K) Press release issued by TOMY Company, Ltd on April 26, 2011 (incorporated by
reference to Exhibit (a)(5)(E) to Amendment No. 6 to the Schedule TO filed by Galaxy Dream
Corporation and TOMY Company, Ltd on April 26, 2011).”
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