RC2 Corporation Announces Proposed Public Offering of 2,500,000 Shares of Common Stock

OAK BROOK, Ill.--July 12, 2004--RC2 Corporation today announced that it plans to make a public offering of 2,500,000 shares of common stock to be sold by the Company. The underwriters will be granted an option to purchase an additional 375,000 shares of common stock to cover over-allotments, if any, consisting of up to 155,000 shares from the Company and up to 220,000 shares from selling stockholders. The offering will be made under the Company's shelf registration statement previously filed with the Securities and Exchange Commission and declared effective. The purpose of the proposed offering by the Company is to pay a portion of the purchase price for the pending acquisition of The First Years Inc. If the offering is completed before the closing of The First Years acquisition or if The First Years acquisition does not close, proceeds will be used to repay outstanding debt under the Company's existing credit facility and for general corporate purposes.

Robert W. Baird & Co. Incorporated will act as the lead manager of the offering. Harris Nesbitt Corp., A.G. Edwards and Piper Jaffray & Co. will act as the co-managers.

The offering of the shares of common stock may be made only by means of a prospectus. A copy of the preliminary prospectus supplement can be obtained from Robert W. Baird & Co. Incorporated, 777 East Wisconsin Avenue, Milwaukee, Wisconsin 53202. This press release does not constitute an offer to sell or the solicitation of an offer to buy any securities under the offering.

Company Description

RC2 (www.rc2corp.com) is a leading designer, producer and marketer of high quality, innovative, branded collectible, hobby, toy and infant products targeted at adults and children. The Company's leadership position is measured by sales and brand recognition. The Company's diverse product offerings include: RC2's Learning Curve Brands for traditional children's and infant toys and RC2's Collectible Brands, which consist of automotive, high performance and racing vehicle replicas; agricultural, construction and outdoor sports vehicle replicas; sports trading cards, apparel and souvenirs; and collectible figures. These products are sold under the Company's market-focused brand names, including Racing Champions(R), Ertl(R), Ertl Collectibles(R), Learning Curve(R), American Muscle(TM), Johnny Lightning(R), AMT(R), Polar Lights(R), W. Britain(R), Press Pass(R), Eden(R), Feltkids(R), JoyRide(R), JoyRide Studios(R) and Memory Lane(TM). The Company generally supports its brands and enhances the authenticity of its products by linking them with highly recognized licensed properties from high-profile companies such as John Deere, HIT Entertainment (Thomas & Friends and Bob the Builder), Case New Holland, Polaris, Honda, Ford, GM, DaimlerChrysler, NASCAR, NHRA, Texaco, Disney, Universal Studios, Warner Brothers, DIC Entertainment, Discovery Channel and Microsoft, among others. The Company's products are marketed through multiple channels of distribution, including chain retailers, specialty and hobby wholesalers and retailers, OEM dealers, corporate accounts for promotional purposes and direct to consumers. The Company sells through more than 25,000 retail outlets located in North America, Europe, Australia and Asia Pacific.

Forward Looking Statements

Certain statements contained in this release contain "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. These statements may be identified by the use of forward-looking words or phrases such as "anticipate,'' "believe,'' "could,'' "expect,'' "intend,'' "may,'' "planned,'' "potential,'' "should,'' "will'' and "would.'' Such forward-looking statements are inherently subject to known and unknown risks and uncertainties. Such uncertainties and other operational matters are discussed further in the Company's quarterly and annual filings with the Securities and Exchange Commission. The Company's actual results and future developments could differ materially from the results or developments expressed in, or implied by, these forward-looking statements. The Company undertakes no obligation to make any revisions to the forward-looking statements contained in this release or to update them to reflect events or circumstances occurring after the date of this release.