RC2 CORP 3
3 · RC2 CORP · Filed Apr 25, 2011
Insider Transaction Report
Form 3
RC2 CORPRCRC
TOMY CO LTD
10% Owner
Holdings
- 19,357,708(indirect: See ?Explanation of Responses? below)
Common Stock
Footnotes (2)
- [F1]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the end of Wednesday, April 20, 2011, at which time approximately 19,357,708 Shares had been validly tendered and not withdrawn pursuant to the tender offer (including approximately 719,638 Shares tendered by notice of guaranteed delivery), and such Shares were accepted for purchase by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.
- [F2]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.