Exhibit 99(a)(3)
Notice of Guaranteed Delivery
for
Tender of Shares of Common Stock
(Including the Associated Rights to Purchase Preferred Stock)
of
Rainforest Cafe, Inc.
to
LSR Acquisition Corp.
a wholly owned subsidiary of
Landry's Seafood Restaurants, Inc.
(Not to be used for signature guarantees)
THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME,
ON FRIDAY, OCTOBER 27, 2000, UNLESS THE OFFER IS EXTENDED.
This Notice of Guaranteed Delivery, or a form substantially equivalent
hereto, must be used to accept the Offer (as defined below) if certificates for
Shares (as defined below) are not immediately available, if the procedure for
book-entry transfer cannot be completed on a timely basis, or if time will not
permit all required documents to reach American Stock Transfer & Trust Company
(the "Depositary") on or prior to the Expiration Date (as defined in Section 1
of the Offer to Purchase). This form may be delivered by hand, transmitted by
facsimile transmission or mailed (to the Depositary). See Section 3 of the
Offer to Purchase.
American Stock Transfer & Trust Company
BY MAIL: BY OVERNIGHT COURIER: BY HAND:
American Stock Transfer American Stock Transfer American Stock Transfer
& Trust Company & Trust Company & Trust Company
59 Maiden Lane 59 Maiden Lane 59 Maiden Lane
New York, NY 10038 New York, NY 10038 New York, NY 10038
BY FACSIMILE TRANSMISSION:
(for eligible institutions only)
718-234-5001
CONFIRM FACSIMILE BY TELEPHONE:
1-800-937-5449, ext. 6820
DELIVERY OF THIS NOTICE OF GUARANTEED DELIVERY TO AN ADDRESS OTHER THAN ONE
SET FORTH ABOVE OR TRANSMISSION OF INSTRUCTIONS VIA FACSIMILE NUMBER OTHER THAN
THE FACSIMILE NUMBER SET FORTH ABOVE WILL NOT CONSTITUTE A VALID DELIVERY TO
THE DEPOSITARY.
THIS NOTICE OF GUARANTEED DELIVERY TO THE DEPOSITARY IS NOT TO BE USED TO
GUARANTEE SIGNATURES. IF A SIGNATURE ON A LETTER OF TRANSMITTAL IS REQUIRED TO
BE GUARANTEED BY AN "ELIGIBLE INSTITUTION" (AS DEFINED IN THE OFFER TO
PURCHASE) UNDER THE INSTRUCTIONS THERETO, SUCH SIGNATURE GUARANTEES MUST APPEAR
IN THE APPLICABLE SPACE PROVIDED IN THE SIGNATURE BOX ON THE LETTER TO
TRANSMITTAL.
The Eligible Institution that completes this form must communicate the
guarantee to the Depositary and must deliver the Letter of Transmittal or an
Agent's Message (as defined in the Offer to Purchase) and certificates for
Shares to the Depositary within the time period shown herein. Failure to do so
could result in a financial loss to such Eligible Institution.
THE GUARANTEE ON THE REVERSE SIDE MUST BE COMPLETED.
Ladies and Gentlemen:
The undersigned hereby tenders to LSR Acquisition Corp., a Delaware
corporation and a wholly owned subsidiary of Landry's Seafood Restaurants,
Inc., a Delaware corporation, upon the terms and subject to the conditions set
forth in the Offer to Purchase dated September 29, 2000 (the "Offer to
Purchase") and the related Letter of Transmittal (which, together with any
amendments or supplements thereto, constitute the "Offer"), receipt of which is
hereby acknowledged, the number of shares of common stock, no par value, of
Rainforest Cafe, Inc., a Minnesota corporation (the "Company"), including the
associated rights to purchase preferred stock (collectively, the "Shares"), set
forth below, pursuant to the guaranteed delivery procedures set forth in the
Offer to Purchase.
Number of Shares Tendered: ___________ SIGN HERE
Certificate No(s) (if available): Name(s) of Record Holder(s)
- -------------------------------------- --------------------------------------
- -------------------------------------- --------------------------------------
[_] Check if securities will be (please print)
tendered by Address(es);
book-entry transfer
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Name of Tendering Institution: --------------------------------------
- -------------------------------------- (Zip Code)
Area Code and Telephone No(s):
Account No.: _________________________
Dated: _________________________, 2000 --------------------------------------
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Signature(s)
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GUARANTEE
(Not to be used for signature guarantee)
The undersigned, a bank, broker, dealer, credit union, savings association
or other entity that is a member in good standing of the Securities Transfer
Agents Medallion Program, (a) represents that the above named person(s)
"own(s)" the Shares tendered hereby within the meaning of Rule 14e-4 under the
Securities Exchange Act of 1934, as amended ("Rule 14e-4"), (b) represents that
such tender of Shares complies with Rule 14e-4 and (c) guarantees to deliver to
the Depositary either the certificates evidencing all tendered Shares, in
proper form for transfer, or to deliver Shares pursuant to the procedure for
book-entry transfer into the Depositary's account at The Depository Trust
Company (the "Book-Entry Transfer Facility"), in either case together with the
Letter of Transmittal (or a facsimile thereof) properly completed and duly
executed, with any required signature guarantees or an Agent's Message (as
defined in the Offer to Purchase) in the case of a book-entry delivery, and any
other required documents, all within three New York Stock Exchange trading days
after the date hereof.
Name of Firm: ________________________ --------------------------------------
Address: _____________________________ (Authorized Signature)
- -------------------------------------- Title: _______________________________
Zip Code Name: ________________________________
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Area Code and Tel. No. _______________ Date: _________________________ , 2000
(Please type or print)
NOTE: DO NOT SEND CERTIFICATES FOR SHARES WITH THIS NOTICE. CERTIFICATES FOR
SHARES SHOULD BE SENT WITH YOUR LETTER OF TRANSMITTAL.