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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported):
February 18, 2000 (February 9, 2000)
RAINFOREST CAFE, INC.
(Exact name of registrant as specified in its charter)
MINNESOTA 000-27366 41-1779527
(State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation) Identification No.)
720 SOUTH FIFTH STREET
HOPKINS, MINNESOTA 55343
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (612) 945-5400
NOT APPLICABLE
(Former name or former address, if changed since last report)
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ITEM 5. OTHER EVENTS.
On February 9, 2000, Landry's Seafood Restaurants, Inc. (the "Company")
and Rainforest Cafe, Inc. ("Rainforest") announced that they entered into an
Agreement and Plan of Merger (the "Merger Agreement"), dated as of February 9,
2000, by and among Rainforest, the Company and LSR Acquisition Corp., a wholly
owned subsidiary of the Company ("Merger Sub"). Pursuant to the Merger
Agreement, Rainforest will be merged with and into Merger Sub, with Merger Sub
being the surviving corporation in the merger.
Pursuant to the Merger Agreement, each share of Rainforest common stock will be
converted, at the shareholder's election, into the right to receive $5.23 in
cash or .5816 shares of the Company's common stock for each share of Rainforest
common stock outstanding, subject to mandatory proration. As a result of the
transaction, approximately 65% of the shares of Rainforest common stock will
be converted into the Company's common stock and approximately 35% of the
shares of Rainforest common stock will be converted into cash. The Company
will issue approximately 9,028,000 shares of its common stock and pay
approximately $43,750,000 in cash for all of the outstanding shares of common
stock of Rainforest.
The merger transaction is subject to various conditions including, among
others, approval of holders of Rainforest common stock and regulatory approvals
and consents.
It is intended that the merger transaction qualify as a tax-free reorganization
under Section 368(a) of the Internal Revenue Code of 1986, as amended.
In connection with the transactions contemplated by the Merger Agreement, Lyle
Berman and Steven Schussler, shareholders of Rainforest holding approximately
6.6% and 4.1% of Rainforest's outstanding shares of common stock, respectively,
have entered into agreements with Landry's to, among other things, vote their
shares of common stock in favor of the transaction. Additionally, Lyle Berman
(Chairman of the Board/Chief Executive Officer of Rainforest), Kenneth W.
Brimmer (President of Rainforest), Steven Schussler (Senior Vice President -
Development of Rainforest), and Ercument Ucan (Senior Vice President - Retail
of Rainforest) have entered into employee termination, consulting and
non-competition agreements with Landry's.
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ITEM 7. FINANCIAL STATEMENT, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(a) Financial Statements of Business Acquired.
Not required.
(b) Pro Forma Financial Information.
Not required.
(c) Exhibits
2.1 Agreement and Plan of Merger dated as of February 9, 2000, by and
among Rainforest Cafe, Inc., a Minnesota corporation, Landry's
Seafood Restaurants, Inc., a Delaware corporation, and LSR
Acquisition Corp., a Delaware corporation and wholly owned
subsidiary of Landry's.
99.1 Press Release of Rainforest Cafe, Inc. dated February 9, 2000.
Certain schedules and exhibits (the "Attachments") to the Agreement and
Plan of Merger (Exhibit 2.1) are not being filed herewith. The Registrant
undertakes to furnish a copy of any omitted Exhibit to the Commission upon
request.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
RAINFOREST CAFE, INC.
(Registrant)
Date: February 18, 2000 By: /s/ Kenneth W. Brimmer
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Name: Kenneth W. Brimmer
Title: President
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EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
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2.1 Agreement and Plan of Merger dated as of February 9, 2000, by and
among Rainforest Cafe, Inc., a Minnesota corporation, Landry's
Seafood Restaurants, Inc., a Delaware corporation, and LSR
Acquisition Corp., a Delaware corporation and wholly owned
subsidiary of Landry's.
99.1 Press Release of Rainforest Cafe, Inc. dated February 9, 2000.
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