Exhibit 99(a)(5)
Offer to Purchase for Cash
All Outstanding Shares of Common Stock
(Including the Associated Rights to Purchase Preferred Stock)
of
Rainforest Cafe, Inc.
by
LSR Acquisition Corp.
a wholly owned subsidiary of
Landry's Seafood Restaurants, Inc.
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.
To Our Clients:
Enclosed for your consideration is the Offer to Purchase dated September 29,
2000 (the "Offer to Purchase") and a related Letter of Transmittal (which,
together with any amendments or supplements thereto, collectively constitute
the "Offer") in connection with the offer by LSR Acquisition Corp., a Delaware
corporation (the "Purchaser") and a wholly owned subsidiary of Landry's Seafood
Restaurants, Inc., a Delaware corporation ("Landry's"), to purchase all
outstanding 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"), at a purchase price of
$3.25 per Share, net to the seller in cash, without interest thereon, upon the
terms and subject to the conditions set forth in the Offer to Purchase and in
the Letter of Transmittal enclosed herewith.
We are the holder of record of Shares for your account. A tender of such
Shares can be made only by us as the holder of record and pursuant to your
instructions. The enclosed Letter of Transmittal is furnished to you for your
information only and cannot be used by you to tender Shares held by us for your
account.
We request instructions as to whether you wish us to tender any or all of
the Shares held by us for your account, upon the terms and subject to the
conditions set forth in the Offer to Purchase. Your attention is invited to the
following:
1. The offer price is $3.25 per Share, net to you in cash, without
interest.
2. The Offer is being made for all outstanding Shares.
3. The Offer is being made pursuant to an Agreement and Plan of Merger,
dated as of September 26, 2000 (the "Merger Agreement"), by and among
Landry's, the Purchaser and the Company. The Merger Agreement provides,
among other things, that the Purchaser will be merged with and into the
Company (the "Merger") following the satisfaction or waiver of each of the
conditions to the Merger set forth in the Merger Agreement.
4. The Board of Directors of the Company (i) determined that the terms
of the Offer and the Merger are fair to and in the best interests of the
stockholders of the Company, (ii) approved the Merger Agreement and the
transactions contemplated thereby, including the Offer and the Merger, and
(iii) unanimously recommends that the Company's stockholders accept the
Offer and tender their Shares pursuant to the Offer and approve and adopt
the Merger Agreement.
5. The Offer and withdrawal rights will expire at 5:00 p.m., New York
City time, on Friday, October 27, 2000 (the "Expiration Date"), unless the
Offer is extended.
6. Any stock transfer taxes applicable to the sale of Shares to the
Purchaser pursuant to the Offer will be paid by the Purchaser, except as
otherwise provided in Instruction 6 of the Letter of Transmittal.
The Offer is conditioned upon, among other things, there being validly
tendered and not withdrawn prior to the Expiration Date a number of Shares
that, together with the Shares held by Landry's at the commencement of the
Offer, represents at least a majority of the issued and outstanding Shares. The
Offer is also subject to other conditions. See Section 15 of the Offer to
Purchase.
The Offer is made solely by the Offer to Purchase and the related Letter of
Transmittal and is being made to all holders of Shares. The Purchaser is not
aware of any state where the making of the Offer is prohibited by
administrative or judicial action pursuant to any valid state statute. If the
Purchaser becomes aware of any valid state statute prohibiting the making of
the Offer or the acceptance of Shares pursuant thereto, the Purchaser shall
make a good faith effort to comply with such state statute or seek to have such
statute declared inapplicable to the Offer. If, after such good faith effort,
the Purchaser cannot comply with such state statute, the Offer will not be made
to (nor will tenders be accepted from or on behalf of) holders of Shares in
such state. In those jurisdictions where the securities, blue sky or other laws
require the Offer to be made by a licensed broker or dealer, the Offer will be
deemed to be made on behalf of the Purchaser by one or more registered brokers
or dealers licensed under the laws of such jurisdiction appointed by Purchaser
to act as dealer manager in such jurisdictions for the Offer.
If you wish to have us tender any or all of your Shares, please so instruct
us by completing, executing and returning to us the instruction form set forth
on the reverse side of this letter. An envelope to return your instructions to
us is also enclosed. If you authorize the tender of your Shares, all such
Shares will be tendered unless otherwise specified on the reverse side of this
letter. Your instructions should be forwarded to us in ample time to permit us
to submit a tender on your behalf prior to the Expiration Date.
Instructions with Respect to the
Offer to Purchase for Cash
All Outstanding Shares of Common Stock
(Including the Associated Rights to Purchase Preferred Stock)
of
Rainforest Cafe, Inc.
by
LSR Acquisition Corp.
a wholly owned subsidiary of
Landry's Seafood Restaurants, Inc.
The undersigned acknowledge(s) receipt of your letter and the enclosed Offer
to Purchase dated September 29, 2000 and the related Letter of Transmittal of
LSR Acquisition Corp., a Delaware corporation and a wholly owned subsidiary of
Landry's Seafood Restaurants, Inc., a Delaware corporation, all outstanding
shares of common stock, no par value, including the associated rights to
purchase preferred stock (collectively, the "Shares"), of Rainforest Cafe,
Inc., a Minnesota corporation, at a purchase price of $3.25 per Share, net to
the seller in cash, without interest thereon, upon the terms and subject to the
conditions set forth in the Offer to Purchase and the related Letter of
Transmittal.
This will instruct you to tender to the Purchaser the number of Shares
indicated below (or, if no number is indicated below, all Shares) that are held
by you for the account of the undersigned, upon the terms and subject to the
conditions set forth in the Offer to Purchase and the related Letter of
Transmittal.
Number of Shares to Be Tendered:*_
Account No.:__________________
Dated: _________________, 2000
SIGN HERE
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Signature(s)
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Print Name(s) and Address(es)
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Area Code and Telephone Number(s)
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Taxpayer Identification or Social
Security Number(s)
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* Unless otherwise indicated, it will be assumed that all Shares held by us for
your account are to be tendered.