FORM 3
        
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

TOMY CO LTD

2. Date of Event Requiring Statement (MM/DD/YYYY)
4/21/2011 

3. Issuer Name and Ticker or Trading Symbol

RC2 CORP [RCRC]

(Last)        (First)        (Middle)

7-9-10 TATEISHI, KATSUSHIKA-KU, 

4. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director                            ___ X ___ 10% Owner
_____ Officer (give title below)          _____ Other (specify below)

(Street)

TOKYO, M0 124-8511       

(City)              (State)              (Zip)
5. If Amendment, Date Original Filed (MM/DD/YYYY)

 

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   19357708   (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 Derivate Security
(Instr. 4)
2. Date Exercisable and Expiration Date
(MM/DD/YYYY)
3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)
4. Conversion or Exercise Price of Derivative Security 5. Ownership Form of Derivative Security: 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

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.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
TOMY CO LTD
7-9-10 TATEISHI, KATSUSHIKA-KU
TOKYO, M0 124-8511

X

Galaxy Dream Corp
C/O TOMY COMPANY, LTD.
7-9-10 TATEISHI, KATSUSHIKA-KU
TOKYO, M0 124-8511

X


Signatures
/s/ Kantaro Tomiyama By: President & CEO, on behalf of Tomy Company, Ltd. 4/25/2011
** Signature of Reporting Person Date

/s/ Kantaro Tomiyama By: President, on behalf of Galaxy Dream Corporation 4/25/2011
** 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).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
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