-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, TEOUUMmlxYNnQfVzfAn4JLGcqKpOImY6n9AtWcfYWCQjWzU66HljII/Ppu3RHJzj De0GrkhA23wY5mKCwQu4lA== /in/edgar/work/0000950172-00-001645/0000950172-00-001645.txt : 20000928 0000950172-00-001645.hdr.sgml : 20000928 ACCESSION NUMBER: 0000950172-00-001645 CONFORMED SUBMISSION TYPE: SC TO-C PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20000926 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: RAINFOREST CAFE INC CENTRAL INDEX KEY: 0000924919 STANDARD INDUSTRIAL CLASSIFICATION: [5812 ] IRS NUMBER: 411779527 STATE OF INCORPORATION: MN FISCAL YEAR END: 0103 FILING VALUES: FORM TYPE: SC TO-C SEC ACT: SEC FILE NUMBER: 005-48211 FILM NUMBER: 728593 BUSINESS ADDRESS: STREET 1: 720 S FIFTH ST CITY: HOPKINS STATE: MN ZIP: 55343 BUSINESS PHONE: 6129455400 MAIL ADDRESS: STREET 1: 720 SOUTH FIFTH STREET CITY: HOPKINS STATE: MN ZIP: 55343 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: LANDRYS SEAFOOD RESTAURANTS INC CENTRAL INDEX KEY: 0000908652 STANDARD INDUSTRIAL CLASSIFICATION: [5812 ] IRS NUMBER: 740405386 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC TO-C BUSINESS ADDRESS: STREET 1: 1400 POST OAK BLVD STREET 2: STE 1010 CITY: HOUSTON STATE: TX ZIP: 77056 BUSINESS PHONE: 7138501010 SC TO-C 1 0001.txt ============================================================================== SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ------------ 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)) ------------ COMMON STOCK, NO PAR VALUE (Title of Class of Securities) ------------ 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: [_] ============================================================================== 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 -----END PRIVACY-ENHANCED MESSAGE-----