<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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): January 24, 2000
LAKES GAMING, INC.
(Exact name of registrant as specified in its charter)
MINNESOTA 0-24993 41-1913991
(State or other (Commission File (IRS Employer
jurisdiction of Number) Identification No.)
incorporation)
130 CHESHIRE LANE, MINNETONKA, MINNESOTA 55305
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (612) 449-9092
NOT APPLICABLE
(Former name or former address, if changed since last report)
<PAGE> 2
ITEM 5. OTHER EVENTS.
The Registrant has executed a Mutual Termination Agreement by and among
the Registrant, Rainforest Cafe, Inc., a Minnesota corporation (the "Company")
and RFC Acquisition Co., a Minnesota corporation ("Merger Sub") and wholly owned
subsidiary of the Registrant, dated as of January 24, 2000 (the "Termination
Agreement") whereby the parties thereto have mutually agreed to terminate that
certain Agreement and Plan of Merger (the "Merger Agreement") dated as of
December 22, 1999 to which the Registrant, the Company and Merger Sub are also
parties.
The Special Committee of the Board of Directors of the Company and the
Board of Directors of the Registrant have determined it to be in the best
interests of each of the Company and the Registrant and their respective
shareholders not to proceed with the proposed merger transaction and have
therefore terminated the Merger Agreement. Pursuant to the terms of the
Termination Agreement, all costs and expenses incurred in connection with the
negotiation and execution of the Merger Agreement and the Termination Agreement
shall be paid by the party incurring such costs. However, notwithstanding the
termination of the Merger Agreement, the parties to the Termination Agreement
have agreed that for a period of six months from the date of the Termination
Agreement, if the Company consummates any takeover proposal, it shall promptly
pay the Registrant a fee of $2,000,000. With the exception of the potential
payment of the aforementioned $2,000,000 fee, no payments will be made by either
party.
The Termination Agreement and the Joint Press Release dated January 24,
2000 issued by the Registrant and the Company have been filed as Exhibits 10.1
and 99.1, respectively, to this Form 8-K and are incorporated herein by
reference.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(c) Exhibits
10.1 Mutual Termination Agreement by and among the Registrant, Rainforest
Cafe, Inc., and RFC Acquisition Co. dated as of January 24, 2000.
99.1 Joint Press Release dated January 24, 2000.
-2-
<PAGE> 3
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 thereunto duly authorized.
LAKES GAMING, INC.
(Registrant)
Date: January 25, 2000 By: /s/Timothy J. Cope
--------------------------------------
Name: Timothy J. Cope
Title: Chief Financial Officer
-3-
<PAGE> 4
EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
10.1 Mutual Termination Agreement by and among the Registrant,
Rainforest Cafe, Inc., and RFC Acquisition Co. dated as of
January 24, 2000.
99.1 Joint Press Release dated January 24, 2000.
-4-
<PAGE> 1
EXHIBIT 10.1
MUTUAL TERMINATION AGREEMENT
This Mutual Termination Agreement (this "Agreement") is made and
entered into as of January 24, 1999, by and among Rainforest Cafe, Inc., a
Minnesota corporation (the "Company"), Lakes Gaming, Inc., a Minnesota
corporation ("Purchaser"), and RFC Acquisition Co., a Minnesota corporation and
wholly owned subsidiary of Purchaser ("Merger Sub").
WITNESSETH
WHEREAS, each of the Company, Purchaser and Merger Sub are parties to
that certain Agreement and Plan of Merger, dated as of December 22, 1999 (the
"Merger Agreement"), pursuant to which Merger Sub would merge (the "Merger")
with and into the Company in accordance with the laws of the State of Minnesota,
the separate existence of Merger Sub would thereupon cease, and the Company, as
the surviving corporation in the Merger, would continue its corporate existence
under the laws of the State of Minnesota as a subsidiary of Purchaser;
WHEREAS, Section 7.1. of the Merger Agreement provides that the Merger
Agreement may be terminated at any time prior to the Effective Time, whether
before or after approval of the shareholders of the Company and the shareholders
of Purchaser, by mutual written consent of Purchaser and the Company; and
WHEREAS, the Special Committee of the Company and the Board of
Directors of Purchaser deem it advisable and in the best interest of each of the
Company and Purchaser and their respective shareholders that the Merger
Agreement be terminated on the terms and subject to the conditions set forth
herein.
NOW, THEREFORE, in consideration of the foregoing, and other good and
valuable consideration, the receipt and adequacy of which are hereby
acknowledged, the parties hereto agree as follows:
1. The Merger Agreement is hereby mutually terminated effective as of
the date hereof, pursuant to Section 7.1(a) of the Merger Agreement.
2. Notwithstanding the foregoing termination, the parties hereto
reaffirm the validity and effectiveness of Section 7.2(a) of the Merger
Agreement.
<PAGE> 2
3. Notwithstanding the foregoing termination, but in consideration
thereof, the parties hereto agree that for a period of six (6) months from the
date hereof, if the Company consummates any transaction that would otherwise
have constituted a Company Takeover Proposal, it shall promptly, but in no event
later than two days after consummation of such transaction, pay Purchaser a fee
equal to $2,000,000, payable by wire transfer of same day funds. The Company
acknowledges that the agreement contained in this Section 3 is an integral part
of this Agreement and that, without this agreement, Purchaser would not enter
into this Agreement.
4. All costs and expenses incurred in connection with the Merger
Agreement or this Agreement shall be paid by the party incurring such costs or
expenses.
5. This Agreement may be executed in one or more counterparts, each of
which together shall be deemed an original, but all of which together shall
constitute one and the same instrument.
6. This Agreement embodies the entire agreement and understanding of
the parties hereto in respect of the subject matter contained herein. There are
no restrictions, promises, representations, warranties, covenants, or
undertakings, other than those expressly set forth or referred to herein. This
Agreement supersedes all prior agreements and the understandings between the
parties with respect to such subject matter.
7. In case any provision in this Agreement shall be held invalid,
illegal or unenforceable in a jurisdiction, such provision shall be modified or
deleted, as to the jurisdiction involved, only to the extent necessary to render
the same valid, legal and enforceable, and the validity, legality and
enforceability of the remaining provisions hereof shall not in any way be
affected or impaired thereby nor shall the validity, legality or enforceability
of such provision be affected thereby in any other jurisdiction.
8. The parties hereto agree that irreparable damage would occur in the
event that any of the provisions of this Agreement were not performed in
accordance with their specific terms or were otherwise breached. Accordingly,
the parties further agree that each party shall be entitled to an injunction or
restraining order to prevent breaches of this Agreement and to enforce
specifically the terms and provisions hereof in any court of the United States
or any state having jurisdiction, this being in addition to any other right or
remedy to which such party may be entitled under this Agreement, at law or in
equity.
9. Capitalized terms used herein, but not otherwise defined herein,
have the meanings ascribed to such terms in the Merger Agreement.
-2-
<PAGE> 3
IN WITNESS WHEREOF, Purchaser, Merger Sub and the Company have caused
this Agreement to be signed and delivered by their respective duly authorized
officers as of the date first above written.
LAKES GAMING, INC.
By: /s/ Timothy J. Cope
-----------------------------------
Name: Timothy J. Cope
Title: Chief Financial Officer
RFC ACQUISITION CO.
By: /s/ Timothy J. Cope
-----------------------------------
Name: Timothy J. Cope
Title: Chief Financial Officer
RAINFOREST CAFE, INC.
By: /s/ Kenneth W. Brimmer
-----------------------------------
Name: Kenneth W. Brimmer
Title: President
-3-
<PAGE> 1
EXHIBIT 99.1
Monday January 24, 2000 - 5:25 pm, EST.
COMPANY PRESS RELEASE
RAINFOREST CAFE AND LAKES GAMING
TERMINATE MERGER PLANS
MINNEAPOLIS, JANUARY 24, 2000 - RAINFOREST CAFE, INC. (NASDAQ: RAIN) AND LAKES
GAMING, INC. (NASDAQ: LACO) announced today that they will not proceed with
their proposed merger transaction and have terminated their merger agreement.
The termination was mutually agreed upon, and no payments will be made by either
party. The $2 million termination fee from Rainforest Cafe will continue to be
payable to Lakes if Rainforest Cafe consummates a takeover proposal within six
months.
Kenneth W. Brimmer, President of Rainforest Cafe and Chairman of the Special
Committee formed to consider the Rainforest/Lakes transaction, commented, "When
we considered the Rainforest/Lakes transaction, we viewed it not as a sale of
Rainforest Cafe but as a strategic revenue and earnings diversification
opportunity for our Rainforest Cafe shareholders. Our shareholders would have
owned approximately 55% of the combined company, and in that respect we were not
selling Rainforest Cafe but rather acquiring and diversifying. The combination
was expected to enhance value for Rainforest Cafe's shareholders by creating a
more diverse business and giving our shareholders the ability to participate in
what could be exceptional growth as the planned projects of Lakes are
developed."
Mr. Brimmer continued, "Unfortunately, reaction to the Rainforest/Lakes
combination has been negative, both as to the diversification and the pricing
(using current trading prices) in the transaction. Rainforest Cafe and Lakes,
therefore, have mutually decided not to pursue a combination of their
companies."
Mr. Brimmer further added, "Although our focus has been to diversify and grow
Rainforest Cafe rather than sell the company, we have had initial exploratory
conversations in response to a third party's preliminary request to consider
acquisition discussions. There is no assurance that any offer to purchase
Rainforest Cafe will be received and further there is no assurance any such
acquisition offer would be on terms and pricing acceptable to Rainforest Cafe."
Lyle Berman, Chairman of the Board of Lakes Gaming, and Chairman of Rainforest
Cafe concurred. "The Lakes offer represented a strategic opportunity for
Rainforest shareholders to participate in Lakes' expanding business plan, and to
diversify the companies' respective revenue streams. However, Lakes is unwilling
to participate in an auction for Rainforest and Lakes is not prepared to
increase its offer. Therefore, the Lakes Board recognized that termination of
the Merger Agreement would be appropriate."
<PAGE> 2
Lakes Gaming, Inc. is a publicly held casino management company that was formed
through a distribution to shareholders of Grand Casinos, Inc. effected in
December 1998. Lakes operates an Indian casino management business and holds
various other assets previously owned by Grand Casinos, Inc., primarily land in
Las Vegas. The company's revenues are derived from management fees. The casino
resorts managed by Lakes are Grand Casino Avoyelles and Grand Casino Coushatta,
each located in the state of Louisiana. The casinos are managed under separate
agreements on behalf of two different tribes. Lakes Gaming, Inc. common shares
are traded on the Nasdaq Stock Market under the trading symbol "LACO".
- -------------------------------------------------------------------------------
The Private Securities Litigation Reform Act of 1995 provides a "safe harbor"
for forward-looking statements. Certain information included in this press
release (as well as information included in oral statements or other written
statements made or to be made by the Company) contains statements that are
forward-looking, such as statements relating to plans for future expansion and
other business development activities as well as other capital spending,
financing sources and the effects of regulation (including gaming and tax
regulation) and competition. Such forward-looking information involves important
risks and uncertainties that could significantly affect anticipated results in
the future and, accordingly, such results may differ from those expressed in any
forward-looking statements made by or on behalf of the Company. These risks and
uncertainties include, but are not limited to, those relating to development and
construction activities, dependence on existing management, domestic or global
economic conditions, activities of competitors and the presence of new or
additional competition, fluctuations and changes in customer preferences and
attitudes, changes in federal or state tax laws, or the administration of such
laws, and changes in gaming laws or regulations (including the legalization of
gaming in certain jurisdictions). For more information, review the Company's
filings with the Securities and Exchange Commission.
- -------------------------------------------------------------------------------
Contact:
Lakes Gaming, Inc., Minneapolis, MN
Timothy J. Cope 612-449-7030
-2-
