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Share Name | Share Symbol | Market | Type |
---|---|---|---|
RC2 Corp. (MM) | NASDAQ:RCRC | NASDAQ | Common Stock |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 27.90 | 0 | 01:00:00 |
Nobuhisa Ishizuka | Richard C. Witzel, Jr. | |
Skadden, Arps, Slate, Meagher & Flom LLP | Skadden, Arps, Slate, Meagher & Flom LLP | |
Izumi Garden Tower, 21st Floor | 155 N. Wacker Drive | |
1-6-1 Roppongi, Minato-ku, Tokyo, 106-6021, Japan | Chicago, IL 60606 | |
+81-3-3568-2600 | (312) 407-0700 |
Transaction Valuation(1) | Amount of Filing Fee(2) | ||||||
$681,554,341
|
$ | 79,128.46 | |||||
(1) | 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. | |
(2) | 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. | |
þ | 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: | $ | 79,128.46 | Filing Party: | Galaxy Dream Corporation | |||||
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Form or Registration No. | Schedule TO | Date Filed: | March 24, 2011 |
o | Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer. |
þ | Third-party offer subject to Rule 14d-1. | ||
o | Issuer tender offer subject to Rule 13e-4. | ||
o | Going-private transactions subject to Rule 13e-3. | ||
o | Amendment to Schedule 13D under Rule 13d-2. |
TOMY Company, Ltd. | ||||||
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By: | /s/ Kantaro Tomiyama | ||||
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Name: |
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Title: | President and Chief Executive Officer | ||||
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Galaxy Dream Corporation | ||||||
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By: | /s/ Kantaro Tomiyama | ||||
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Name: |
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Title: | President |
Exhibit No. | Description | |
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(a)(1)(A)
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Offer to Purchase, dated March 24, 2011* | |
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(a)(1)(B)
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Form of Letter of Transmittal* | |
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(a)(1)(C)
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Form of Notice of Guaranteed Delivery* | |
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(a)(1)(D)
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Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees* | |
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(a)(1)(E)
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Form of Letter to Clients for use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees* | |
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(a)(1)(F)
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Form of Summary Advertisement as published in The Wall Street Journal on March 24, 2011 | |
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(a)(1)(G)
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Joint Press Release of Tomy Company, Ltd. and RC2 Corporation, dated March 24, 2011 | |
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(a)(2)
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Not applicable. | |
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(a)(3)
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Not applicable. | |
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(a)(4)
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Not applicable. | |
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(a)(5)(A)
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Complaint filed by Laborers Local #231 Pension Plan, individually and on behalf of all others similarly situated, on March 22, 2011, in the Circuit Court of Cook County, Illinois, County Department, Chancery Division. | |
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(a)(5)(B)
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Complaint filed by Broad St. Partners Fund, individually and on behalf of all others similarly situated, on March 25, 2011, in the Circuit Court of DuPage County, Illinois, County Department, Chancery Division. | |
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(a)(5)(C)
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Press Release issued by Tomy Company, Ltd. on April 21, 2011 | |
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(a)(5)(D)
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English Translation of Press Release issued by Tomy Company, Ltd. on April 21, 2011 | |
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(a)(5)(E)
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Press Release issued by Tomy Company, Ltd. on April 26, 2011** | |
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(a)(5)(F)
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English Translation of Press Release issued by Tomy Company, Ltd. on April 26, 2011** | |
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(b)(1)
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Project Galaxy Commitment Letter, dated March 11, 2011, between TOMY Company, Ltd. and Sumitomo Mitsui Banking Corporation | |
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(b)(2)
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Close and Sell Type Commitment Type Syndicated Loan Agreement, dated March 31, 2011, among Parent, as parent borrower, RC2, as subsidiary borrower, the tranche A lenders party thereto, the tranche B lenders party thereto and Sumitomo Mitsui Banking Corporation | |
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(d)(1)
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Agreement and Plan of Merger, dated as of March 10, 2011, among TOMY Company, Ltd., Galaxy Dream Corporation and RC2 Corporation | |
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(d)(2)
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Confidentiality Agreement, dated as of November 9, 2010, between TOMY Company, Ltd. and RC2 Corporation | |
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(d)(3)
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Employment Agreement, dated as of March 10, 2011, among RC2 Corporation, TOMY Company, Ltd. (solely as to certain sections thereof as provided therein) and Curtis S. Stoelting | |
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(d)(4)
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Employment Agreement, dated as of March 10, 2011, among RC2 Corporation, TOMY Company, Ltd. (solely as to certain sections thereof as provided therein) and Peter J. Henseler | |
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(d)(5)
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Employment Agreement, dated as of March 10, 2011, among RC2 Corporation, TOMY Company, Ltd. (solely as to certain sections thereof as provided therein) and Peter A. Nicholson | |
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(d)(6)
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Employment Agreement, dated as of March 10, 2011, among RC2 Corporation, TOMY Company, Ltd. (solely as to certain sections thereof as provided therein) and Gregory J. Kilrea | |
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(d)(7)
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Employment Agreement, dated as of March 10, 2011, among RC2 Corporation, TOMY Company, Ltd. (solely as to certain sections thereof as provided therein) and Helena Lo | |
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(d)(8)
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Employment Agreement, dated as of March 10, 2011, among RC2 Corporation, TOMY Company, Ltd. (solely as to certain sections thereof as provided therein) and Jamie W. Kieffer | |
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(d)(9)
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Rollover Bonus Agreement, dated as of March 10, 2011, among RC2 Corporation, TOMY Company, Ltd. and Gary W. Hunter | |
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(g)
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Not applicable | |
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(h)
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Not applicable |
* | Included in mailing to stockholders. | |
** | Filed herewith. | |
| Previously filed. |
4
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