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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. WARNS
RAINFOREST CAFE SHAREHOLDERS
HOUSTON, TEXAS (SEPTEMBER 28, 2000)
On Tuesday, September 26, 2000, Landry's Seafood Restaurants, Inc.
("Landry's") announced the signing of a definitive agreement to acquire the
outstanding shares of Rainforest Cafe, Inc. ("Rain") for $3.25 per share,
payable in cash. In response, the State of Wisconsin Investment Board
("SWIB") called the agreement an outrage. According to John Nelson, SWIB's
investment director for small stocks, SWIB is going to oppose this.
In February of this year, Landry's signed a definitive agreement to acquire
Rain for cash and Landry's stock in a deal worth a little over $4.00 per
share. SWIB and Mr. Nelson actively campaigned against the agreement, which
resulted in the cancellation of the transaction, even though Institutional
Shareholder Services, the nation's leading proxy voting advisory firm,
supported the deal. Since that time, the Rain stock price has dropped over
50%.
SWIB is an activist shareholder firm. They have, at times, taken an
aggressive approach in order to oppose merger transactions in which they
own shares of the target firm being acquired. Clearly, they were against
the last Landry's - Rain agreement, as well as the current one.
SWIB was also against the proposed management led buyout of Avado Brands,
Inc. ("Avado"), another restaurant company, back in 1999. Avado is the
parent company for the popular eateries known as Don Pablo's, McCormick &
Schmick's, Hops, and the Canyon Cafe. In response to a $7.25 per share
offer, John Nelson said, "SWIB is prepared to challenge the valuation in a
court of law." Nelson further said in a SWIB prepared statement that the
offer of $7.25 per share was woefully inadequate. Just ten (10) short
months later after Mr. Nelson's "fighting words," the Avado share price
fell nearly 90% from management's proposed buyout number and is trading
today around $.75 per share.
Landry's and Rain have structured their new deal so that Rain may terminate
the agreement upon the receipt of a superior proposal. According to Tilman
J. Fertitta, Chairman, President and CEO of Landry's, "I invite SWIB, or
anyone else for that matter, to top our offer. Landry's owns approximately
4.5% of Rain's stock. As a Rain shareholder, we welcome any proposal in
excess of our offer. I know that the executive officers of Rain, who own or
control over 3,000,000 shares, would agree with me. I have to believe that
the stock owned or controlled by executive management of Rain is as
important to them as it is to SWIB, Landry's or any other shareholder.
Unfortunately, from Landry's perspective, we are only really buying the 8
Icon stores. We agree with Rain's earlier assessment (absent a successful
turnaround) that as many as 20 stores may need to be closed."
Rain's largest individual shareholder, Lyle Berman, the Chairman and CEO of
Rain, encouraged Rain shareholders to carefully consider SWIB's rhetoric in
evaluating the Landry's tender offer. "We concur," stated Mr. Fertitta. "If
SWIB truly believes our offer is inadequate, let them present a better
one."
This news release (as well as information included in oral statements or
other written statements made or to be made by the Company) may contain
forward-looking statements. Actual events or the Company's results may
differ materially from the results discussed in the forward-looking
statements. The Company does not expect to update forward-looking
statements continually as conditions change.
Rainforest Cafe shareholders are advised to read the tender offer statement
regarding the acquisition of Rainforest Cafe, 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 Cafe 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