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. 8)
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. 8 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. 8, Amendment No. 7 filed on April 26, 2011, 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 Companys 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. 8 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. 8.
Item 8. Additional Information.
Item 8, Additional Information is hereby amended and supplemented by adding the following
subsection at the end of such Item:
(m) Expiration of Subsequent Offering Period.
At 5:00 p.m., New York City time, on Wednesday, April 27, 2011, the subsequent offering period
(as extended) expired. Parent and the Purchaser have advised the Company that, based on information
from the depositary for the Offer, as of the expiration of the subsequent offering period, as
extended, a total of approximately 19,466,438 shares of Common Stock were validly tendered,
representing approximately 89.9% of all 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.
The Purchaser has also exercised its Top-Up Option, pursuant to which the Company will issue shares
of Common Stock to the Purchaser, at a price per share equal to the Offer Price, in an amount
sufficient to ensure that the Purchaser and Parent are able to effect a short-form merger.
As a result of the purchase of shares of Common Stock in the Offer (including in the
subsequent offering period) and the issuance of shares of Common Stock pursuant to the Top-Up
Option, the Purchaser and Parent will have sufficient voting power to approve the Merger without
the affirmative vote of any other stockholder of RC2. Accordingly, the Purchaser and Parent intend
to effect a short-form merger in which the 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 of Common Stock not tendered in the Offer (other than shares of Common
Stock held (i) in the treasury of RC2 or by Parent or the 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 consideration of $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 Common Stock will cease to be traded on the NASDAQ Global Select
Market.