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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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Schedule 14D-9
Solicitation/Recommendation Statement
Pursuant to Section 14(d)(4) of the
Securities Exchange Act of 1934
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Rainforest Cafe, Inc.
(Name of Subject Company)
Rainforest Cafe, Inc.
(Name of Person Filing Statement)
Common Stock, no par value
(Title of Class of Securities)
75086K104
(CUSIP Number of Class of Securities)
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Stephen Cohen
General Counsel
Rainforest Cafe, Inc.
720 South Fifth Street
Hopkins, Minnesota 55343
Telephone: 612-945-5400
(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications on Behalf of the Person Filing Statement)
Copy To:
Martin Rosenbaum, Esq.
Douglas Holod, Esq.
Maslon Edelman Borman & Brand, LLP
3300 Wells Fargo Center
90 South Seventh Street
Minneapolis, Minnesota 55402
Telphone: 612-672-8200
[X] Check the box if the filing relates solely to preliminary communications
made before the commencement of a tender offer.
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PRESS RELEASE
LANDRY'S SEAFOOD RESTAURANTS, INC. TO MAKE CASH TENDER OFFER FOR RAINFOREST
CAFE, INC.
MINNEAPOLIS--(BUSINESS WIRE)--Sept. 26, 2000--Landry's Seafood Restaurants, Inc.
("LNY"- NYSE), a 4.5% shareholder of Rainforest Cafe, Inc. ("RAIN" -NASDAQ),
today announced that Landry's and Rainforest Cafe have entered into a definitive
agreement under which Landry's will acquire all outstanding shares of Rainforest
Cafe for $3.25 per share payable in cash, which represents a 60% premium over
yesterday's closing stock price of $2 1/32.
Both companies' Boards of Directors have approved the merger agreement. However,
the merger agreement does not restrict the Rainforest Cafe Board of Directors
from accepting a higher offer for Rainforest Cafe, Inc.
Landry's will commence the transaction with a cash tender offer for 100 percent,
but not less than a majority, of the outstanding Rainforest Cafe common shares.
If a majority of the outstanding shares are purchased in the tender offer, any
remaining Rainforest Cafe shares will be exchanged for cash in the amount of
$3.25 per share in a merger of Rainforest Cafe and Landry's acquisition
subsidiary.
Rainforest's Board of Directors and a special committee of the Board have
unanimously approved the merger agreement. U.S. Bancorp Piper Jaffray delivered
its opinion that the tender offer price in the amount of $3.25 was fair from a
financial point of view to Rainforest Cafe stockholders.
The transaction is valued at approximately $75 million based on 22.9 million
outstanding shares of Rainforest common stock on September 25, 2000. The
transaction will be subject to customary conditions.
Rainforest Cafe, Inc. develops, owns and operates combination restaurant/retail
facilities offering a stimulating and entertaining rain forest theme, providing
visitors with "A Wild Place to Shop and Eat." There are currently 40 Rainforest
Cafe units open including 29 domestic locations and 11 international units.
Rainforest Cafe, Inc. common shares are traded on the NASDAQ National Market
under the symbol RAIN.
This news release (as well as information included in oral statements or other
written statements made or to be made by the Company) may contain
forward-looking statements, such as statements relating to future expansion,
that involve risks and uncertainties relating to future events. Actual events or
the Company's results may differ materially from the results discussed in the
forward-looking statements. The Company does not expect to update
forward-looking statements continually as conditions change. These risks and
uncertainties include, but are not limited to, those relating to the results of
the tender offer, competition, fluctuations and changes in consumer preferences
and attitudes, intellectual property protection, development and construction
activities, and results of shareholder litigation. Investors are referred to the
full discussion of risks and uncertainties associated with forward-looking
statements contained in the Company's Form filed with the Securities and
Exchange Commission for the fiscal year ended January 2, 2000 and filed on March
2, 2000.
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Rainforest Cafe shareholders are advised to read the tender offer statement
regarding the acquisition of Rainforest Cafe, referenced in this press release,
which will be filed by Landry's with the U.S. Securities and Exchange Commission
and the related solicitation recommendation statement which will be filed by
Rainforest Cafe with the Commission. The tender offer statement (including an
offer to purchase, letter of transmittal and related tender offer documents) and
the solicitation/recommendation statement will contain important information
which should be read carefully before any decision is made with respect to the
offer. These documents will be available at no charge at the SEC's website at
www.sec.gov and may also be obtained from Landry's by directing such request to:
Landry's Seafood Restaurants, Inc., 1400 Post Oak Blvd., Suite 1010, Houston,
Texas 77056, Attention: Investor Relations, telephone 713/850-1010,
e-mail:Pwest@Ldry.com.
Contacts:
Landry's Seafood Restaurants, Inc. Investors:
TILMAN J. FERTITTA
Chairman, President and CEO
(713) 850-1010
-or-
PAUL S. WEST
Vice President-Finance and CFO
(713) 850-1010
www.LandrysSeafood.com
Rainforest Cafe, Inc. Investors:
ROBERT HAHN
Chief Financial Officer
(952) 945-5400
www.rainforestcafe.com
PRESS RELEASE
RAINFOREST CAFE BOARD OF DIRECTORS COMMENTS ON STATE OF WISCONSIN INVESTMENT
BOARD TENDER OFFER OPPOSITION
MINNEAPOLIS--(BUSINESS WIRE)--Sept. 26, 2000--Rainforest Cafe, Inc.'s (Nasdaq:
RAIN-news) chairman and CEO, Lyle Berman today responded to comments from the
State of Wisconsin Investment Board which have been made in opposition to the
tender offer by Landry's Seafood Restaurants, Inc. (NYSE: LNY-news). Earlier
today, Landry's, a 4.5% shareholder of Rainforest Cafe tendered for all
outstanding shares of Rainforest Cafe at $3.25 per share payable in cash.
"Given the current challenges faced by Rainforest Cafe, most significantly the
trend of continued declines in same store sales, we view this offer to purchase
Rainforest Cafe shares for cash as an alternative that mitigates a future full
of uncertainties for Rainforest Cafe shareholders," Mr. Berman stated. "The
performance of the Rainforest Cafe business, particularly at the top line, has
continued to erode and has continued to fall short of management's expectations.
Very simply, as
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sales continue to decline, many of the units are approaching levels where cash
flow is negative and costly exit strategies must be assessed. Furthermore, as
sales decline, the ability to leverage marketing and general and administrative
efforts turns from a positive to a negative scenario. Absent a successful
turnaround effort, our analysis indicates that it may be necessary to close as
many as 20 stores.
The Landry's offer is an alternative our Board felt important to deliver to all
Rainforest Cafe shareholders. The offer price represents a 60% premium over
yesterday's closing stock price of $2.03 and represents nearly a 90% premium
from share price levels of just 30 days ago. While the Board of Directors
supports the tender offer, shareholders have the opportunity to make their own
decisions.
We are sensitive to the concerns raised by the State of Wisconsin Investment
Board ("SWIB") and believe many of the issues raised by SWIB in the earlier
proposed merger with Landry's have been addressed. Having noted that, the Board
of Rainforest encourages SWIB to present any better economic offer to Rainforest
Cafe shareholders."
Mr. Berman added, "while we appreciate the State of Wisconsin Investment Board's
enthusiasm for Rainforest Cafe shares, SWIB has not brought or suggested any
alternatives since it opposed the prior merger proposal which was subsequently
followed by a 50% decline in the price of Rainforest Cafe shares. SWIB's
aggressive tactics in opposing the earlier proposed merger transaction with
Landry's cost Rainforest Cafe shareholders approximately $60 million, or
approximately $2 per share, and we encourage shareholders to carefully consider
the SWIB rhetoric in evaluating the tender offer."
Although both companies' Boards of Directors have approved the merger agreement,
it does not restrict the Rainforest Cafe Board of Directors from accepting a
higher offer for Rainforest Cafe, Inc. Landry's will commence the transaction
with a cash tender offer for 100 percent, but not less than a majority, of the
outstanding Rainforest Cafe common shares. If a majority of the outstanding
shares are purchased in the tender offer, any remaining Rainforest Cafe shares
will be exchanged for cash in the amount of $3.25 per share in a merger of
Rainforest Cafe and Landry's acquisition subsidiary.
Rainforest's Board of Directors and a special committee of the Board have
unanimously approved the merger agreement. U.S. Bancorp Piper Jaffray delivered
its opinion that the tender offer price in the amount of $3.25 was fair from a
financial point of view to Rainforest Cafe stockholders. The transaction is
valued at approximately $75 million based on 22.9 million outstanding shares of
Rainforest common stock on September 25, 2000. The transaction will be subject
to customary conditions.
Rainforest Cafe, Inc. develops, owns and operates combination restaurant/retail
facilities offering a stimulating and entertaining rain forest theme, providing
visitors with "A Wild Place to Shop and Eat." There are currently 40 Rainforest
Cafe units open including 29 domestic locations and 11 international units.
Rainforest Cafe, Inc. common shares are traded on the NASDAQ National Market
under the symbol RAIN.
This news release (as well as information included in oral statements or other
written statements made or to be made by the Company) may contain
forward-looking statements, such as
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statements relating to future expansion, that involve risks and uncertainties
relating to future events. Actual events or the Company's results may differ
materially from the results discussed in the forward-looking statements. The
Company does not expect to update forward-looking statements continually as
conditions change. These risks and uncertainties include, but are not limited
to, those relating to the results of the tender offer, competition, fluctuations
and changes in consumer preferences and attitudes, intellectual property
protection, development and construction activities, and results of shareholder
litigation. Investors are referred to the full discussion of risks and
uncertainties associated with forward-looking statements contained in the
Company's Form filed with the Securities and Exchange Commission for the fiscal
year ended January 2, 2000 and filed on March 2, 2000.
Rainforest Cafe shareholders are advised to read the tender offer statement
regarding the acquisition of Rainforest Cafe, referenced in this press release,
which will be filed by Landry's with the U.S. Securities and Exchange Commission
and the related solicitation recommendation statement, which will be filed by
Rainforest Cafe with the Commission. The tender offer statement (including an
offer to purchase, letter of transmittal and related tender offer documents) and
the solicitation/recommendation statement will contain important information
which should be read carefully before any decision is made with respect to the
offer. These documents will be available at no charge at the SEC's website at
www.sec.gov and may also be obtained from Landry's by directing such request to:
Landry's Seafood Restaurants, Inc., 1400 Post Oak Blvd., Suite 1010, Houston,
Texas 77056, Attention: Investor Relations, telephone 713/850-1010, e-mail:
Pwest@Ldry.com.
Contact:
Rainforest Cafe, Minneapolis Investors:
ROBERT HAHN
Chief Financial Officer
952-945-5400
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