SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE TO
TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1) OF THE
SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 7)
RC2 Corporation
(Name of Subject Company)
Galaxy Dream Corporation
(Offeror)
a wholly owned indirect subsidiary of
TOMY Company, Ltd.
(Parent of Offeror)
COMMON STOCK, $0.01 PAR VALUE PER SHARE
(Title of Class of Securities)
749388104
(CUSIP Number of Class of Securities)
Takahiro Ishidate
General Manager, Business Administration
TOMY Company, Ltd.
7-9-10 Tateishi, Katsushika-ku, Tokyo 124-8511, Japan
+81-3-5654-1262
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications
on Behalf of Filing Persons)
Copy to:
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Nobuhisa Ishizuka
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Richard C. Witzel, Jr.
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Skadden, Arps, Slate, Meagher & Flom LLP
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Skadden, Arps, Slate, Meagher & Flom LLP
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Izumi Garden Tower, 21st Floor
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155 N. Wacker Drive
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1-6-1 Roppongi, Minato-ku, Tokyo, 106-6021, Japan
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Chicago, IL 60606
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+81-3-3568-2600
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(312) 407-0700
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CALCULATION OF FILING FEE
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Transaction Valuation(1)
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Amount of Filing Fee(2)
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$681,554,341
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$
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79,128.46
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(1)
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Estimated for purposes of calculating the filing fee only. The transaction valuation was
calculated by multiplying the offer price of $27.90 per share of common stock of RC2
Corporation, par value $0.01 per share, (“Shares”) by 24,428,471 Shares, which is the sum of
(i) 21,584,878 Shares outstanding (other than shares of unvested restricted stock),
(ii) 74,170 outstanding shares of restricted stock, (iii) 1,369,156 Shares reserved for
issuance upon the exercise of outstanding options
to purchase Shares, (iv) 1,260,267 Shares reserved for issuance upon the exercise of
outstanding stock-settled stock appreciation rights and (v) 140,000 target Shares subject to
outstanding restricted stock units.
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(2)
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Pursuant to Section 14(g) of the Securities Exchange Act of 1934, SEC Release No. 34-59850
and SEC press release number 2010-255 (dated December 22, 2010), the amount of the filing fee
is equal to $116.10 per $1,000,000 of transaction valuation, calculated by multiplying the
transaction valuation by .00011610.
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þ
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Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the
filing with which the offsetting fee was previously paid. Identify the previous filing by registration
statement number, or the Form or Schedule and the date of its filing.
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Amount Previously Paid:
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$
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79,128.46
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Filing Party:
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Galaxy Dream Corporation
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Form or Registration No.
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Schedule TO
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Date Filed:
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March 24, 2011
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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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Check the appropriate boxes below to designate any transactions to which the statement relates:
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þ
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Third-party offer subject to Rule 14d-1.
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Issuer tender offer subject to Rule 13e-4.
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Going-private transactions subject to Rule 13e-3.
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Amendment to Schedule 13D under Rule 13d-2.
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Check the following box if the filing is a final amendment reporting the results of the tender
offer:
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This Amendment No. 7 (this “Amendment”) amends and supplements the Tender Offer Statement
on Schedule TO filed with the Securities and Exchange Commission (“SEC”) on March 24, 2011 (which,
together with this Amendment, Amendment No. 1, filed March 29, 2011, Amendment No. 2, filed April
8, 2011, Amendment No. 3, filed April 12, 2011, Amendment No. 4, filed April 19, 2011, Amendment
No. 5, filed April 21, 2011, Amendment No. 6, filed April 26, 2011 and any subsequent amendments
and supplements thereto, collectively constitute this “Schedule TO”) by Galaxy Dream Corporation, a
Delaware corporation (“Purchaser”) and a wholly owned indirect subsidiary of TOMY Company, Ltd., a
company organized under the laws of Japan (“Parent”). This Schedule TO relates to the tender offer
by Purchaser to purchase all of the outstanding shares of common stock, par value $0.01 per share
(the “Shares”), of RC2 Corporation, a Delaware corporation (“RC2”), at a purchase price of $27.90
per Share (the “Offer Price”), 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 it may be amended or supplemented from time to time, the
“Offer to Purchase”), which is set forth as Exhibit (a)(1)(A) hereto, and in the related Letter of
Transmittal (as it may be amended or supplemented from time to time, the “Letter of Transmittal”),
which is set forth as Exhibit (a)(1)(B) hereto (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”).
Items 1, 4, 8 and 11.
Items 1, 4, 8 and 11 of this Schedule TO are hereby amended and supplemented by the following:
“The subsequent offering period, as extended, expired at 5:00 p.m., New York City time, on
Wednesday, April 27, 2011. The Depositary has advised Parent that, as of the expiration of the
subsequent offering period, as extended, a total of 19,466,438 Shares were validly tendered,
representing approximately 89.9% of all outstanding Shares of RC2. All Shares that were validly
tendered and not validly withdrawn in the initial offering period and all Shares validly tendered
during the subsequent offering period have been accepted and payment for the Shares 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. Purchaser has also exercised its Top-Up Option,
pursuant to which RC2 will issue Shares to Purchaser, at a price per Share equal to the Offer
Price, in an amount sufficient to ensure that Purchaser and Parent are able to effect a short-form
merger.
As a result of the purchase of Shares in the Offer (including in the subsequent offering
period) and the issuance of Shares pursuant to the Top-Up Option, Purchaser and Parent will have
sufficient voting power to approve the Merger without the affirmative vote of any other stockholder
of RC2. Accordingly, Purchaser and Parent intend to effect a “short-form” merger in which
Purchaser is merged with and into RC2, with RC2 surviving the Merger and continuing as a wholly
owned indirect subsidiary of Parent. As a result of the Merger, any Shares not tendered in the
Offer (other than Shares held (i) in the treasury of RC2 or by Parent or Purchaser or any other
direct or indirect wholly owned subsidiary of Parent, which Shares shall be canceled and
extinguished or (ii) by stockholders who validly exercise appraisal rights under Delaware law with
respect to such Shares) will be canceled and converted into the right to receive the same $27.90 in
cash per Share, without interest thereon and less any applicable withholding taxes, that was paid
in the Offer. Following the Merger, the Shares will cease to be traded on the NASDAQ Global Select
Market.
The full text of the press release issued by Parent announcing the expiration and results of
the subsequent offering period and the anticipated completion of the Merger is attached hereto as
Exhibit (a)(5)(G) and is incorporated herein by reference.”
Item 12.
Item 12 of this Schedule TO is hereby amended by adding the following exhibit thereto:
“(a)(5)(G) Press Release issued by Tomy Company, Ltd. on April 28, 2011”
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