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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE TO/A
(RULE 14D-100)
TENDER OFFER STATEMENT UNDER SECTION 14(D)(1)
OR SECTION 13(E)(1) OF THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 5)
RAINFOREST CAFE, INC.
(Name of Subject Company (Issuer))
LSR ACQUISITION 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
(713) 850-1010
(Name, address and telephone number of
person authorized to receive notices
and communications on behalf of filing persons)
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
CALCULATION OF FILING FEE
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Transaction Valuation* Amount of Filing Fee**
$74,396,968.32 $14,879.39
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* Estimated for purposes of calculating the filing fee only. The filing
fee calculation assumes the purchase of 22,812,470 outstanding shares of
common stock (together with the associated rights to purchase preferred
stock) of Rainforest Cafe, Inc. at a purchase price of $3.25 per share.
The transaction value also includes the offer price of $3.25 per share
less $2.39 per share (which is the average exercise price of outstanding
options which have an exercise price below $3.25) multiplied by 298,187
(which is the number of outstanding options which have an exercise price
below $3.25).
The amount of the filing fee calculated in accordance with Rule 0-11 of
the Securities Exchange Act of 1934, as amended, equals 1/50 of 1% of
the transaction value.
** This amount was paid on September 28, 2000.
[_]Check the box if any part of the fee is offset as provided by Rule
0-11(a)(2) and identify the filing with which the offsetting fee was
previously paid. Identify the previous filing by registration statement
number or the Form or Schedule and the date of its filing.
[_]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: [X]
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This Amendment No. 5 (the "Final Amendment") amends and supplements the
Tender Offer Statement on Schedule TO filed with the Securities and
Exchange Commission (the "Commission") on September 29, 2000 (the "Schedule
TO") by LSR Acquisition Corp., a Delaware corporation ("Purchaser") and a
wholly owned subsidiary of Landry's Seafood Restaurants, Inc., a Delaware
corporation ("Landry's"). The Schedule TO relates to the offer by Purchaser
to purchase all outstanding shares of common stock, no par value (the
"Common Stock"), of Rainforest Cafe, Inc., a Minnesota corporation (the
"Company"), together with preferred share purchase rights (the "Rights"
and, together with the Common Stock, the "Shares") at $3.25 per Share net
to the Seller in cash, upon the terms and conditions set forth in its Offer
to Purchase dated September 29, 2000 (the "Offer to Purchase") and in the
related Letter of Transmittal (which, together with the Offer to Purchase
and any amendments or supplements thereto, collectively constitute the
"Offer"). Capitalized terms used and not otherwise defined herein shall
have the meanings assigned to such terms in the Offer to Purchase or in the
Schedule TO.
ITEMS 8 AND 11
Items 8 and 11 of the Schedule TO are hereby amended and supplemented
by including the following information:
On December 1, 2000, Landry's announced that the Purchaser had merged
with and into the Company, with the Company continuing as the surviving
corporation in the merger. The merger was the second and final step of
Landry's acquisition of Rainforest.
As a result of the merger, which became effective on December 1,
2000, each Share was converted into the right to receive $3.25 in cash,
without interest. Shares of the Company ceased trading on the NASDAQ on
Friday, December 1, 2000.
ITEM 12. MATERIALS TO BE FILED AS EXHIBITS.
Item 12 of the Schedule TO is hereby amended and supplemented by
including the following information:
(a)(22) Press Release issued by Landry's Seafood Restaurants, Inc. on
December 1, 2000.
SIGNATURE
After due inquiry and to the best of my knowledge and
belief, the undersigned certifies that the information set forth in this
statement is true, complete and correct.
LSR ACQUISITION CORP.
By: /s/ Tilman J. Fertitta
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Name: Tilman J. Fertitta
Title: President
LANDRY'S SEAFOOD RESTAURANTS, INC.
By: /s/ Tilman J. Fertitta
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Name: Tilman J. Fertitta
Title: President
Dated: December 1, 2000