Exhibit 99(a)(8)
This announcement is neither an offer to purchase nor a solicitation of an
offer to sell Shares (as defined below). The Offer (as defined below) is
made only by the Offer to Purchase, dated September 29, 2000, and the
related Letter of Transmittal and any amendments or supplements thereto, and
is being made to all holders of Shares. The Offer is not being made to (nor
will tenders be accepted from or on behalf of) holders of Shares in any
jurisdiction in which the making of the Offer or the acceptance thereof
would not be in compliance with the securities, blue sky or other laws of
such jurisdiction. However, the Purchaser (as defined below) may, in its
discretion, take such action as it may deem necessary to make the Offer in
any jurisdiction and extend the Offer to holders of Shares in such jurisdic
tion. In those jurisdictions where securities, blue sky or other laws
require the Offer to be made by a licensed broker or dealer, the Offer shall
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 to be
designated by Purchaser.
NOTICE OF OFFER TO PURCHASE FOR CASH
ALL OF THE OUTSTANDING SHARES OF COMMON STOCK
(INCLUDING THE ASSOCIATED RIGHTS TO PURCHASE PREFERRED STOCK)
OF
Rainforest Cafe, Inc.
at
$3.25 Net Per Share
by
LSR Acquisition Corp.
a wholly owned subsidiary of
Landry's Seafood Restaurants, Inc.
LSR Acquisition Corp., a Delaware corporation (the "Purchaser") and a
wholly owned subsidiary of Landry's Seafood Restaurants, Inc., a Delaware
corporation ("Landry's"), is offering to purchase all of the 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 price of $3.25 per Share,
net to the seller in cash, on the terms and subject to the conditions set
forth in Offer to Purchase, dated September 29, 2000 (the "Offer to Pur
chase"), and in the related Letter of Transmittal (which, together with any
amendments or supplements thereto, collectively constitute the "Offer").
Tendering stockholders who have Shares registered in their names and who
tender directly to American Stock Transfer & Trust Company (the "Deposi
tary") will not be charged brokerage fees or commissions or, subject to
Instruction 6 of the Letter of Transmittal, transfer taxes on the purchase
of Shares pursuant to the Offer. Stockholders who hold their Shares through
a broker or bank should consult such institution as to whether it charges
any service fees. The Purchaser will pay all charges and expenses of the
Depositary and Innisfree M&A Incorporated, which is acting as the informa
tion agent (the "Information Agent"), incurred in connection with the Offer.
Following the consummation of the Offer, the Purchaser intends to effect the
Merger described below.
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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.
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The Offer is conditioned upon, among other things, there being validly
tendered and not withdrawn prior to the expiration date of the Offer a number
Shares that represents at least a majority of the issued and outstanding Shares
at such time. The Offer is also subject to other conditions. See Section 15 of
the Offer to Purchase.
The Offer is being made pursuant to the 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 purpose of the Offer is for
Landry's, through the Purchaser, to acquire a majority voting interest in
the Company as the first step in acquiring the entire equity interest in the
Company. The Merger Agreement provides that, among other things, the
Purchaser will make the Offer and that as promptly as practicable after the
purchase of Shares pursuant to the Offer and the satisfaction or waiver of
the other conditions set forth in the Merger Agreement and in accordance
with relevant provisions of the Minnesota Business Corporation Act (the
"MBCA") and the Delaware General Corporation Law, the Purchaser will be
merged with and into the Company, with the Company continuing as the
surviving corporation (the "Merger"). At the effective time of the Merger
(the "Effective Time"), each Share issued and outstanding immediately prior
to the Effective Time (other than Shares owned by Landry's or the Company or
any of their respective subsidiaries, all of which will be cancelled, and
other than Shares that are held by stockholders, if any, who properly
exercise their dissenters' rights under the MBCA) will be converted into the
right to receive $3.25 in cash, or any higher price that is paid in the
Offer, without interest thereon.
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) RECOMMENDS THAT THE COMPANY'S STOCKHOLDERS ACCEPT THE OFFER AND TENDER
THEIR SHARES PURSUANT TO THE OFFER AND APPROVE AND ADOPT THE MERGER AGREE
MENT.
For purposes of the Offer, the Purchaser will be deemed to have
accepted for payment, and thereby purchased, Shares validly tendered and not
properly withdrawn as, if and when the Purchaser gives oral or written
notice to the Depositary of the Purchaser's acceptance of such Shares for
payment pursuant to the Offer. In all cases, on the terms and subject to the
conditions of the Offer, payment for Shares purchased pursuant to the Offer
will be made by deposit of the purchase price with the Depositary, which
will act as agent for tendering stockholders for the purpose of receiving
payment from the Purchaser and transmitting such payment to tendering
stockholders. Under no circumstances will interest on the purchase price of
Shares be paid by the Purchaser because of any delay in making any payment.
Payment for Shares tendered and accepted for payment pursuant to the Offer
will be made only after the timely receipt by the Depositary of (i) certifi
cates for such Shares or timely confirmation of a book-entry transfer of
such Shares into the Depositary's account at the Book-Entry Transfer
Facility (as defined in the Offer to Purchase) pursuant to the procedures
set forth in the Offer to Purchase, (ii) a properly completed and duly
executed Letter of Transmittal (or manually signed facsimile thereof) with
all required signature guarantees or, in the case of book-entry transfer, an
Agent's Message (as defined in the Offer the Purchase), and (iii) any other
documents required by the Letter of Transmittal.
2
The Purchaser may, without the consent of the Company, (i) extend the Offer
beyond the scheduled expiration date if any of the conditions to its obligation
to accept for payment and to pay for the Shares shall not be satisfied or, to
the extent permitted by the Merger Agreement, waived by 5:00 p.m., New York City
time, on Friday, October 27, 2000 (or any other time then set as the Expiration
Date), (ii) extend the Offer for any period required by any rule, regulation or
interpretation of the Securities and Exchange Commission applicable to the Offer
other than Rule 14e-5 promulgated under the Securities Exchange Act of 1934
(the "Exchange Act"), or (iii) extend the Offer from time to time until
Wednesday, November 29, 2000, in the event that on the Expiration Date all of
the conditions to the Offer have not been satisfied or waived as permitted by
the Merger Agreement. Any extension described in clause (i) or (iii) of the
preceding sentence will not exceed the lesser of (1) twenty business days or (2)
such fewer number of days that the Purchaser reasonably believes it necessary to
cause the conditions to the Offer to be satisfied. If all conditions to the
Offer have been satisfied or waived, the Purchaser will accept for payment and
pay for all Shares validly tendered and not withdrawn at such time (which Shares
may not thereafter be withdrawn). The term "Expiration Date" means 5:00 p.m.,
New York City time, on Friday, October 27, 2000 unless the Purchaser shall have
extended the period of time for which the Offer is open, in which event the term
"Expiration Date" shall mean the latest time and date at which the Offer, as so
extended by the Purchaser, shall expire.
Any extension of the period during which the Offer is open will be
followed, as promptly as practicable, by public announcement thereof, such
announcement to be issued not later than 9:00 a.m., New York City time, on
the next business day after the previously scheduled Expiration Date. During
any such extension, all Shares previously tendered and not withdrawn will
remain subject to the Offer, subject to the rights of a tendering stock
holder to withdraw such stockholder's Shares.
Shares tendered pursuant to the Offer may be withdrawn at any time
prior to the Expiration Date and, unless theretofore accepted for payment
pursuant to the Offer, also may be withdrawn at any time after Tuesday,
November 28, 2000. Except as otherwise provided in Section 4 of the Offer to
Purchase, tenders of Shares made pursuant to the Offer are irrevocable. For
a withdrawal of Shares tendered pursuant to the Offer to be effective, a
written, telegraphic or facsimile transmission notice of withdrawal must be
timely received by the Depositary at one of its addresses set forth on the
back cover of the Offer to Purchase. Any notice of withdrawal must specify
the name, address and taxpayer identification number of the person who
tendered the Shares to be withdrawn, the number of Shares to be withdrawn
and the name of registered holder of such shares, if different from that of
the person who tendered the Shares. If certificates for Shares to be
withdrawn have been delivered or otherwise identified to the Depositary,
then, prior to the physical release of such certificates, the serial numbers
shown on such certificates must be submitted to the Depositary and, unless
such Shares have been tendered for the account of an Eligible Insitution (as
defined in the Offer to Purchase), the signature on the notice of withdrawal
must be guaranteed by an Eligible Insitution. If Shares have been tendered
pursuant to the procedures for book-entry transfer as set forth in the Offer
to Purchase, any notice of withdrawal must also specify the name and number
of the account at the Book-Entry Transfer Facility to be credited with the
withdrawn Shares. All questions as to the form and validity (including time
of receipt) of notices of withdrawal will be determined by the Purchaser, in
its sole discretion, and its determination will be final and binding on all
parties.
3
The receipt of cash in exchange for Shares pursuant to the Offer or the
Merger will be a taxable transaction for U.S. federal income tax purposes and
may also be a taxable transaction under applicable state, local or foreign tax
laws. In general, a stockholder who receives cash in exchange for Shares
pursuant to the Offer or the Merger will recognize gain or loss for U.S. federal
income tax purposes equal to the difference, if any, between the amount of cash
received and such stockholder's adjusted tax basis in the Shares exchanged
therefor. Provided that such Shares constitute capital assets in the hands of
the stockholder, such gain or loss will be capital gain or loss, and will be
long-term capital gain or loss if the holder has held the Shares for more than
one year at the time of sale. The maximum U.S. federal income tax rate
applicable to individual taxpayers on long-term capital gains is 20%, and the
deductibility of capital losses is subject to limitations. All stockholders
should consult with their own tax advisors as to the particular tax consequences
of the Offer and the Merger to them, including the applicability and effect of
the alternative minimum tax and any state, local or foreign income and other tax
laws and of changes in such tax laws. For a more complete description of certain
U.S. federal income tax consequences of the Offer and the Merger see Section 5
of Offer to Purchase.
The information required to be disclosed by Paragraph (d)(1) of Rule
14d-6 of the General Rules and Regulations under the Exchange Act is
contained in the Offer to Purchase and is incorporated herein by reference.
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The Company has provided to the Purchaser its list of stockholders and
security position listings for the purpose of disseminating the Offer to
holders of Shares. The Offer to Purchase, the related Letter of Transmittal
and other related materials are being mailed to record holders of Shares and
will be furnished to brokers, dealers, commercial banks, trust companies and
similar persons whose names, or the names of whose nominees, appear on the
stockholder list or, if applicable, who are listed as participants in a
clearing agency's security position listing, for subsequent transmittal to
beneficial owners of Shares.
THE OFFER TO PURCHASE AND THE RELATED LETTER OF TRANSMITTAL CONTAIN
IMPORTANT INFORMATION THAT SHOULD BE READ CAREFULLY BEFORE ANY DECISION IS MADE
WITH RESPECT TO THE OFFER.
Questions and requests for assistance and copies of the Offer to Purchase,
the Letter of Transmittal and all other tender offer materials may be directed
to the Information Agent at its address and telephone number set forth below and
will be furnished promptly at the Purchaser's expense. The Purchaser will not
pay any fees or commissions to any broker or dealer or any other person (other
than the Information Agent) for soliciting tenders of Shares pursuant to the
Offer.
The Information Agent for the Offer is:
Innisfree M&A Incorporated
501 Madison Avenue, 20th Floor
New York, NY 10022
TOLL FREE
4
(888) 750-5834
September 29, 2000
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