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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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))
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COMMON STOCK, NO PAR VALUE
(Title of Class of Securities)
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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
Telephone: (713) 850-1010
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
(Name, address and telephone number of
person authorized to receive notices
and communications on behalf of filing persons)
[X] 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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LANDRY'S SEAFOOD RESTAURANTS, INC. TO MAKE CASH TENDER
OFFER FOR RAINFOREST CAFE, INC.
Houston, Texas and Minneapolis, Minnesota, September 26, 2000 - Landry's
Seafood Restaurants, Inc. ("LNY" - NYSE), a 4.5% shareholder of Rainforest
Cafe, Inc. ("RAIN" - NASDAQ), today announced that Landry's and Rainforest
have entered into a definitive agreement under which Landry's will acquire
all outstanding shares of Rainforest for $3.25 per share payable in cash,
which represents a 60% premium over yesterday's closing stock price of
$2 1/32nd.
Both companies' Boards of Directors have approved the merger agreement.
However, the merger agreement does not restrict the Rainforest Board of
Directors from accepting a higher offer for Rainforest Cafe, Inc.
Landry's will commence the transaction with a cash tender offer for 100%,
but not less than a majority, of the outstanding Rainforest common shares.
If a majority of the outstanding shares are purchased in the tender offer,
any remaining Rainforest shares will be exchanged for cash in the amount of
$3.25 per share in a merger of Rainforest and Landry's acquisition
subsidiary.
Rainforest's Board of Directors and a Special Committee of the Board have
unanimously approved the merger agreement. U.S. Bancorp Piper Jaffray
delivered its opinion that the tender offer price in the amount of $3.25
was fair from a financial point of view to Rainforest stockholders.
The transaction is valued at approximately $75 million based on 22.9
million outstanding shares of Rainforest common stock on September 25,
2000. The transaction will be subject to customary conditions.
Rainforest shareholders are advised to read the tender offer statement
regarding the acquisition of Rainforest, referenced in this press release,
which will be filed by Landry's with the U.S. Securities and Exchange
Commission and the related solicitation recommendation statement which will
be filed by Rainforest with the Commission. The tender offer statement
(including an offer to purchase, letter of transmittal and related tender
offer documents) and the solicitation/recommendation statement will contain
important information which should be read carefully before any decision is
made with respect to the offer. These documents will be available at no
charge at the SEC's website at www.sec.gov and may also be obtained from
Landry's by directing such request to: Landry's Seafood Restaurants, Inc.,
1400 Post Oak Blvd., Suite 1010, Houston, Texas 77056, Attention: Investor
Relations, telephone 713/850-1010, e-mail: Pwest@Ldry.com
For Landry's Seafood Restaurants, Inc. Investors
CONTACT: TILMAN J. FERTITTA OR PAUL S. WEST
CHAIRMAN, PRESIDENT AND C.E.O. VICE PRESIDENT-FINANCE AND C.F.O.
(713) 850-1010 (713) 850-1010
www.LandrysSeafood.com
For Rainforest Cafe, Inc. Investors
CONTACT: ROBERT HAHN
CHIEF FINANCIAL OFFICER
(952) 945-5400