SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): February 18, 2000
(February 9, 2000)
Landry's Seafood Restaurants, Inc.
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(Exact name of registrant as specified in its charter)
Delaware 000-22150 74-0405386
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(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification No.
incorporation)
1400 Post Oak Blvd., Suite 1010, Houston, Texas 77056
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(Address of principal executive offices) (Zip Code)
(713) 850-1010
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(Registrant's telephone number, including area code)
Landry's Seafood Restaurants, Inc.
Current Report on Form 8-K
Item 5. Other Events
On February 9, 2000, Landry's Seafood Restaurants, Inc. (the "Company") and
Rainforest Cafe, Inc. ("Rainforest") announced that they entered into an
Agreement and Plan of Merger (the "Merger Agreement"), dated as of February
9, 2000, by and among Rainforest, the Company and LSR Acquisition Corp., a
wholly owned subsidiary of the Company ("Merger Sub"). Pursuant to the
Merger Agreement, Rainforest will be merged with and into Merger Sub, with
Merger Sub being the surviving corporation in the merger.
Pursuant to the Merger Agreement, each share of Rainforest common stock
will be converted, at the shareholder's election, into the right to receive
$5.23 in cash or .5816 shares of the Company's common stock for each share
of Rainforest common stock outstanding, subject to mandatory proration. As
a result of the transaction, approximately 65% of the shares of Rainforest
common stock will be converted into the Company's common stock and
approximately 35% of the shares of Rainforest common stock will be
converted into cash. The Company will issue approximately 9,028,000 shares
of its common stock and pay approximately $43,750,000 in cash for all of
the outstanding shares of common stock of Rainforest.
The merger transaction is subject to various conditions including, among
others, approval of holders of Rainforest common stock and regulatory
approvals and consents.
It is intended that the merger transaction qualify as a tax-free
reorganization under Section 368(a) of the Internal Revenue Code of 1986,
as amended.
In connection with the transactions contemplated by the Merger Agreement,
Lyle Berman and Steven Schussler, shareholders of Rainforest holding
approximately 6.6% and 4.1% of Rainforest's outstanding shares of common
stock, respectively, have entered into agreements with Landry's to, among
other things, vote their shares of common stock in favor of the
transaction. Additionally, Lyle Berman (Chairman of the Board/Chief
Executive Officer of Rainforest), Kenneth W. Brimmer (President of
Rainforest), Steven Schussler (Senior Vice President - Development of
Rainforest), and Ercument Ucan (Senior Vice President - Retail of
Rainforest) have entered into employee termination, consulting and non-
competition agreements with Landry's.
Item 7. Financial Statements and Exhibits.
a. Financial Statements of Business Acquired
Not required
b. Pro forma Financial Information
Not required
c. Exhibits
Exhibit No. Description
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2.01 Agreement and Plan of Merger, dated as of
February 9, 2000, by and among Landry's
Seafood Restaurants, Inc., LSR Acquisition
Corp. and Rainforest Cafe, Inc.
99.01 Press Release of Landry's Seafood
Restaurants, Inc. dated February 9, 2000.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of
1934, the Registrant has duly caused this report to be signed on its behalf
by the undersigned's duly authorized signatory.
Dated: February 18, 2000
LANDRY'S SEAFOOD RESTAURANTS, INC.
By: /s/ Steven L. Scheinthal
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Name: Steven L. Scheinthal
Title: Vice President, General Counsel
and Secretary
EXHIBIT INDEX
Exhibit No. Description
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2.01 Agreement and Plan of Merger, dated as of February 9,
2000, by and among Landry's Seafood Restaurants, Inc.,
LSR Acquisition Corp. and Rainforest Cafe, Inc.
99.01 Press Release of Landry's Seafood Restaurants, Inc.
dated February 9, 2000.