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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE TO
(Rule 14d-100)
Tender Offer Statement Under Section 14(d)(1)
or Section 13(e)(1) of the Securities Exchange Act of 1934
RAINFOREST CAFE, INC.
(Name of Subject Company (Issuer))
LSR ACQUISTION CORP.
a wholly owned subsidiary of
LANDRY'S SEAFOOD RESTAURANTS, INC.
(Names of Filing Persons (Offerors))
COMMON STOCK, NO PAR VALUE
(Title of Class of Securities)
75086K 10 4
(CUSIP Number of Class of Securities)
Steven Scheinthal, Esq.
Landry's Seafood Restaurants, Inc.
1400 Post Oak Blvd., Suite 1010
Houston, Texas 77056
(713) 850-1010
(Name, address and telephone number of
person authorized to receive notices
and communications on behalf of filing persons)
With a copy to:
Paul T. Schnell, Esq.
Skadden, Arps, Slate, Meagher & Flom LLP
Four Times Square
New York, NY 10036
Telephone: 212-735-3000
CALCULATION OF FILING FEE
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Transaction Valuation* Amount of Filing Fee
$74,396,968.32 $14,879.39
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* Estimated for purposes of calculating the filing fee only. The filing fee
calculation assumes the purchase of 22,812,470 outstanding shares of
common stock (together with the associated rights to purchase preferred
stock) of Rainforest Cafe, Inc. at a purchase price of $3.25 per share.
The transaction value also includes the offer price of $3.25 per share
less $2.39 per share (which is the average exercise price of outstanding
options which have an exercise price below $3.25) multiplied by 298,187
(which is the number of outstanding options which have an exercise price
below $3.25). The amount of the filing fee calculated in accordance with
Rule 0-11 of the Securities Exchange Act of 1934, as amended, equals 1/50
of 1% of the transaction value.
[ ] 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.
[ ] Check the box if the filing relates solely to preliminary
communications made before the commencement of a tender offer.
Check the appropriate boxes below to designate any transactions to which the
statement relates:
[X] third-party tender offer subject to Rule 14d-1.
[ ] issuer tender offer subject to Rule 13e-4.
[ ] going-private transaction subject to Rule 13e-3.
[ ] amendment to Schedule 13D under Rule 13d-2.
Check the following box if the filing is a final amendment reporting the
results of the tender offer: [ ]
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Item 1. Summary Term Sheet
The information set forth in the section of the Offer to Purchase entitled
"Summary Term Sheet" is incorporated herein by reference.
Item 2. Subject Company Information.
(a) The name of the subject company is Rainforest Cafe, Inc., a Minnesota
corporation ("Rainforest" or the "Company"), and the address is 720 South Fifth
Street, Hopkins, Minnesota 55343. The telephone number of the Company is (612)
945-5400.
(b) This Statement relates to the offer by LSR Acquisition Corp. (the
"Purchaser"), a Delaware corporation and a wholly owned subsidiary of Landry's
Seafood Restaurants, Inc., a Delaware corporation ("Landry's"), to purchase all
outstanding shares of common stock of the Company, no par value (the "Shares"),
at $3.25 per Share, net to the seller in cash, upon the terms and subject to the
conditions set forth in the Offer to Purchase and in the related Letter of
Transmittal, copies of which are attached hereto as Exhibits (a)(l) and (a)(2)
(which are herein collectively referred to as the "Offer"). The information set
forth in the introduction to the Offer to Purchase (the "Introduction") is
incorporated herein by reference.
(c) The information concerning the principal market in which the Shares
are traded and certain high and low sales prices for the Shares in such
principal market is set forth in "Price Range of Shares" in the Offer to
Purchase and is incorporated herein by reference.
Item 3. Identity and Background of the Filing Person.
(a), (b), (c) The information set forth in "Certain Information Concerning
Landry's and the Purchaser" and Schedule I in the Offer to Purchase is
incorporated herein by reference.
Item 4. Terms of the Transaction.
(a)(1)(i)-(viii), (xii) The information set forth under "Introduction",
"Background of the Offer; Past Contacts or Negotiations with Rainforest",
"Purpose of the Offer; Plans for Rainforest", "The Merger Agreement; Other
Arrangements", "Certain Information Concerning Rainforest", "Certain Effects of
the Offer" and "Source and Amount of Funds" in the Offer to Purchase is
incorporated herein by reference. No subsequent offering period will be offered.
(a)(1) (ix) Not applicable
(a)(1) (x) Not applicable
(a)(1) (xi) Not applicable
(a)(2) (i)-(iv), (vii) The information set forth under "Introduction",
"Background of the Offer; Past Contacts or Negotiations with Rainforest",
"Purpose of the Offer; Plans for Rainforest", "The Merger Agreement; Other
Arrangements", "Certain Information Concerning Rainforest", "Certain Effects of
the Offer" and "Source and Amount of Funds" in the Offer to Purchase is
incorporated herein by reference.
(a)(2) (v) Not applicable
(a)(2) (vi) Not applicable
2
Item 5. Past Contacts, Transactions, Negotiations and Agreements.
The information set forth in "Background of the Offer; Past Contacts or
Negotiations with Rainforest", "The Merger Agreement; Other Arrangements",
"Certain Information Concerning Landry's and the Purchaser" and "Purpose of the
Offer; Plans for Rainforest" in the Offer to Purchase is incorporated herein by
reference.
Item 6. Purpose of the Tender Offer and Plans or Proposals.
(a), (c)(1), (c)(3-7) The information set forth in "Introduction," "The
Merger Agreement; Other Arrangements," "Purpose of the Offer; Plans for
Rainforest," and "Dividends and Distributions" in the offer to Purchase is
incorporated herein by reference.
(c)(2) None
Item 7. Source and Amount of Funds or Other Consideration.
(a), (d) The information set forth in "Source and Amount of Funds" in the
Offer to Purchase is incorporated herein by reference.
(b) Not applicable
Item 8. Interest in Securities of the Subject Company.
The information set forth in "Introduction", "Certain Information
Concerning Rainforest", "Certain Information Concerning Landry's and the
Purchaser", Schedule I and Schedule II in the Offer to Purchase is incorporated
herein by reference.
Item 9. Persons/Assets, Retained, Employed, Compensated or Used.
The information set forth in "Introduction" and "Fees and Expenses" of the
Offer to Purchase is incorporated herein by reference.
Item 10. Financial Statements.
Not applicable
Item 11. Additional Information.
The information set forth in "The Merger Agreement; Other Arrangements"
and "Certain Legal Matters; Regulatory Approvals" in the Offer to Purchase is
incorporated herein by reference.
Item 12. Exhibits.
(a)(1) Offer to Purchase dated September 29, 2000
(a)(2) Letter of Transmittal.
(a)(3) Notice of Guaranteed Delivery.
(a)(4) Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.
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(a)(5) Letter to Clients for use by Brokers, Dealers, Commercial
Banks, Trust Companies and Other Nominees.
(a)(6) Guidelines for Certification of Taxpayer Identification Number
on Substitute Form W-9.
(a)(7) Joint Press Release issued by Landry's Seafood Restaurants,
Inc. and Rainforest on September 26, 2000 (incorporated
herein by reference to the Schedule TO filed by Landry's on
September 26, 2000)
(a)(8) Summary Advertisement as published in The New York Times on
September 29, 2000.
(a)(9) Agreement and Plan of Merger, dated as of February 9, 2000, by
and among Landry's Seafood Restaurants, Inc. ("Landry's), LSR
Acquisition Corp. and Rainforest Cafe, Inc. ("Rainforest")
(terminated on April 11, 2000) (incorporated herein by
reference to Annex A to the Proxy Statement/Prospectus which
constitutes a part of Amendment No. 1 to Landry's Registration
Statement on Form S-4 (Reg. No. 333-31864) filed with the SEC
on March 7, 2000 (the "Registration Statement"))
(a)(10) Termination Agreement, dated as of April 11, 2000, by and
among Landry's, LSR Acquisition Corp. and Rainforest
(incorporated herein by reference to Exhibit 2.01 to Landry's
Current Report on Form 8-K, filed with the SEC on May 11,
2000)
(a)(11) Stockholder Agreement, dated as of February 9, 2000, by and
between Landry's and Steven Schussler (terminated on April 11,
2000) (incorporated herein by reference to Exhibit 10.02 to
the Schedule 13D filed with respect to Rainforest by Landry's
on February 8, 2000)
(a)(12) Stockholder Agreement, dated as of February 9, 2000, by and
between Landry's and Lyle Berman (terminated on April 11,
2000) (incorporated herein by reference to Exhibit 10.01 to
the Schedule 13D filed with respect to Rainforest by Landry's
on February 8, 2000)
(a)(13) Employee Termination, Consulting and Non-Competition
Agreement, dated as of February 9, 2000, by and between
Landry's and Ercument Ucan (terminated on April 11, 2000)
(incorporated herein by reference to Exhibit 99.6 to the
Registration Statement)
(a)(14) Employee Termination, Consulting and Non-Competition
Agreement, dated as of February 9, 2000, by and between
Landry's and Steven W. Schussler (terminated on April 11,
2000) (incorporated herein by reference to Exhibit 99.5 to the
Registration Statement)
(a)(15) Employee Termination, Consulting and Non-Competition
Agreement, dated as of February 9, 2000, by and between
Landry's and Lyle Berman (terminated on April 11, 2000)
(incorporated herein by reference to Exhibit 99.3 to the
Registration Statement)
(a)(16) Employee Termination, Consulting and Non-Competition
Agreement, dated as of February 9, 2000, by and between
Landry's and Kenneth Brimmer (terminated on April 11, 2000)
(incorporated herein by reference to Exhibit 99.4 to the
Registration Statement)
(a)(17) Press Release issued by Landry's on September 28, 2000
(incorporated by reference to the Schedule TO filed by
Landry's on September 28, 2000)
(b)(1) First Amended and Restated Credit Agreement ("Credit
Agreement"), dated as of June 28, 2000, by and among Landry's,
Bank of America, N.A. as Administrative Agent, and the other
financial institutions party thereto, Banc of America
Securities LLC, as Sole Lead Arranger and Sole Book Manager,
The Bank of Nova Scotia, as Syndication Agent, Fleet National
Bank, as Documentation Agent, and Guaranty Federal Bank,
F.S.B., as Co-Agent (incorporated herein by reference to
Exhibit 10.1 to Landry's Current Report on Form 8-K, filed
with the SEC on July 13, 2000)
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(b)(2) Term Sheet outlining terms for the amendment to the Credit
Agreement
(d)(1) Agreement and Plan of Merger, dated as of September 26, 2000,
by and among Landry's, LSR Acquisition Corp. and Rainforest
(d)(2) Employee Termination, Consulting and Non-Competition
Agreement, dated as of September 26, 2000, by and between
Landry's and Ercument Ucan
(d)(3) Employee Termination, Consulting and Non-Competition
Agreement, dated as of September 26, 2000, by and between
Landry's and Steven W. Schussler
(d)(4) Employee Termination, Consulting and Non-Competition
Agreement, dated as of September 26, 2000, by and between
Landry's and Lyle Berman
(d)(5) Amended and Restated Change of Control Agreement, dated as of
September 26, 2000, by and among Landry's, Rainforest, and
Stephen Cohen
(d)(6) Severance Agreement, dated as of September 26, 2000, by and
among Landry's, Rainforest, and Rohert Hahn
(g) Not applicable
(h) Not applicable
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EXHIBIT INDEX
Exhibit No. Exhibit Name Page Number
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(a)(1) Offer to Purchase dated September 29, 2000
(a)(2) Letter of Transmittal
(a)(3) Notice of Guaranteed Delivery
(a)(4) Letter to Brokers, Dealers, Commercial Banks, Trust
Companies and Other Nominees
(a)(5) Letter to Clients for use by Brokers, Dealers, Commercial
Banks, Trust Companies and Other Nominees
(a)(6) Guidelines for Certification of Taxpayer
Identification Number on Substitute Form W-9
(a)(7) Joint Press Release issued by Landry's and Rainforest Cafe,
Inc. and on September 26, 2000, incorporated herein by
reference to the Schedule TO filed by Landry's Seafood
Restaurants, Inc. on September 26, 2000
(a)(8) Summary Advertisement as published in The New York Times on
September 29, 2000
(a)(9) Agreement and Plan of Merger, dated as of February 9, 2000,
by and among Landry's Seafood Restaurants, Inc. ("Landry's),
LSR Acquisition Corp. and Rainforest Cafe, Inc.
("Rainforest") (terminated on April 11, 2000) (incorporated
herein by reference to Annex A to the Proxy
Statement/Prospectus which constitutes a part of Amendment
No. 1 to Landry's Registration Statement on Form S-4 (Reg.
No. 333-31864) filed with the SEC on March 7, 2000 (the
"Registration Statement"))
(a)(10) Termination Agreement, dated as of April 11, 2000, by and
among Landry's, LSR Acquisition Corp. and Rainforest
(incorporated herein by reference to Exhibit 2.01 to
Landry's Current Report on Form 8-K, filed with the SEC on
May 11, 2000)
(a)(11) Stockholder Agreement, dated as of February 9, 2000, by and
between Landry's and Steven Schussler (terminated on April
11, 2000) (incorporated herein by reference to Exhibit 10.02
to the Schedule 13D filed with respect to Rainforest by
Landry's on February 8, 2000 )
1
(a)(12) Stockholder Agreement, dated as of February 9, 2000, by and
between Landry's and Lyle Berman (terminated on April 11,
2000) (incorporated herein by reference to Exhibit 10.01 to
the Schedule 13D filed with respect to Rainforest by
Landry's on February 8, 2000)
(a)(13) Employee Termination, Consulting and Non-Competition
Agreement, dated as of February 9, 2000, by and between
Landry's and Ercument Ucan (terminated on April 11, 2000)
(incorporated herein by reference to Exhibit 99.6 to the
Registration Statement)
(a)(14) Employee Termination, Consulting and Non-Competition
Agreement, dated as of February 9, 2000, by and between
Landry's and Steven W. Schussler (terminated on April 11,
2000) (incorporated herein by reference to Exhibit 99.5 to
the Registration Statement)
(a)(15) Employee Termination, Consulting and Non-Competition
Agreement, dated as of February 9, 2000, by and between
Landry's and Lyle Berman (terminated on April 11, 2000)
(incorporated herein by reference to Exhibit 99.3 to the
Registration Statement)
(a)(16) Employee Termination, Consulting and Non-Competition
Agreement, dated as of February 9, 2000, by and between
Landry's and Kenneth Brimmer (terminated on April 11, 2000)
(incorporated herein by reference to Exhibit 99.4 to the
Registration Statement)
(a)(17) Press Release issued by Landry's on September 28, 2000,
incorporated by reference to the Schedule TO filed by
Landry's on September 28, 2000.
(b)(1) First Amended and Restated Credit Agreement ("Credit
Agreement"), dated as of June 28, 2000, by and among
Landry's, Bank of America, N.A. as Administrative Agent, and
the other financial institutions party thereto, Banc of
America Securities LLC, as Sole Lead Arranger and Sole Book
Manager, The Bank of Nova Scotia, as Syndication Agent,
Fleet National Bank, as Documentation Agent, and Guaranty
Federal Bank, F.S.B., as Co-Agent (incorporated herein by
reference to Exhibit 10.1 to Landry's Current Report on Form
8-K, filed with the SEC on July 13, 2000)
(b)(2) Term Sheet outlining terms of the amendment to the Credit
Agreement
(d)(1) Agreement and Plan of Merger, dated as of September 26,
2000, by and among Landry's, LSR Acquisition Corp. and
Rainforest
(d)(2) Employee Termination, Consulting and Non-Competition
Agreement, dated as of September 26, 2000, by and between
Landry's and Ercument Ucan
2
(d)(3) Employee Termination, Consulting and Non-Competition
Agreement, dated as of September 26, 2000, by and between
Landry's and Steven W. Schussler
(d)(4) Employee Termination, Consulting and Non-Competition
Agreement, dated as of September 26, 2000, by and between
Landry's and Lyle Berman.
(d)(5) Amended and Restated Change of Control Agreement, dated as
of September 26, 2000, by and among Landry's, Rainforest and
Stephen Cohen
(d)(6) Severance Agreement, dated as of September 26, 2000, by and
among Landry's, Rainforest and Robert Hahn
(g) Not applicable
(h) Not applicable
3
SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.
LSR Acquisition Corp.
/s/ Tilman J. Fertitta
By: _______________________________
Name: Tilman J. Fertitta
Title: President
Landry's Seafood Restaurants, Inc.
/s/ Tilman J. Fertitta
By: _______________________________
Name: Tilman J. Fertitta
Title: President
Dated: September 29, 2000