============================================================================
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-----------------------
SCHEDULE 13D
(Rule 13d-101)
(Amendment No. 1)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13d-2(a)
RAINFOREST CAFE, INC.
(Name of Issuer)
COMMON STOCK
NO PAR VALUE
(Title of Class of Securities)
-----------------------
75086K 10 4
(CUSIP Number)
LANDRY'S SEAFOOD RESTAURANTS, INC.
LSR ACQUISITION CORP.
(Names of Persons Filing Statement)
Steven L. 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
Persons Authorized to Receive Notices
and Communications)
With a copy to:
Paul T. Schnell, Esq.
Skadden, Arps, Slate, Meagher & Flom LLP
Four Times Square
New York, New York 10036
(212) 735-3000
October 27, 2000
(Date of Event which Requires Filing of
this Statement)
-----------------------
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition which is the subject of this Schedule 13D, and is
filing this statement because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check
the following: [ ]
Note: Schedules filed in paper format shall include a signed original and
five copies of the schedule, including all exhibits. See Section 240.13d-7
for other parties to whom copies are to be sent.
* The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which
would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities
Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of
that section of the Act but shall be subject to all other provisions of the
Act (however, see the Notes).
============================================================================
----------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
LANDRY'S SEAFOOD RESTAURANTS, INC.
IRS Id. No: 740405386
----------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [X]
----------------------------------------------------------------------------
3 SEC USE ONLY
----------------------------------------------------------------------------
4 SOURCE OF FUNDS
WC
----------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
----------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
DE
----------------------------------------------------------------------------
NUMBER OF SHARES 7 SOLE VOTING POWER
BENEFICIALLY OWNED BY EACH 1,030,800
REPORTING PERSON WITH
------------------------------------
8 SHARED VOTING POWER
12,454,011
------------------------------------
9 SOLE DISPOSITIVE POWER
1,030,800
------------------------------------
10 SHARED DISPOSITIVE POWER
12,454,011
----------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
13,484,811
----------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES [ ]
----------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
59.1%
----------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
CO
----------------------------------------------------------------------------
SCHEDULE 13D
----------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
LSR ACQUISITION CORP.
IRS Id. No: 760637374
----------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [X]
----------------------------------------------------------------------------
3 SEC USE ONLY
----------------------------------------------------------------------------
4 SOURCE OF FUNDS
WC
----------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e)
[ ]
----------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
DE
----------------------------------------------------------------------------
NUMBER OF SHARES 7 SOLE VOTING POWER
BENEFICIALLY OWNED BY EACH
REPORTING PERSON WITH ------------------------------------
8 SHARED VOTING POWER
12,454,011
------------------------------------
9 SOLE DISPOSITIVE POWER
------------------------------------
10 SHARED DISPOSITIVE POWER
12,454,011
----------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
12,454,011
----------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES [_]
----------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
54.6%
----------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
CO
----------------------------------------------------------------------------
This Statement on Schedule 13D (this "Statement") constitutes (i)
Amendment No. 1 to the Statement on Schedule 13D (the "Schedule 13D") filed
by Landry's Seafood Restaurants, Inc., a Delaware corporation ("Landry's"),
on October 6, 2000 and (ii) an initial Statement on Schedule 13D filed by
LSR Acquisition Corp., a Delaware corporation and wholly owned subsidiary
of Landry's ("LSR"), relating to the common stock, no par value, of
Rainforest Cafe, Inc., a Minnesota corporation ("Rainforest"). All
capitalized terms used in this Statement without definition have the
meanings attributed to them in the Schedule 13D.
The items of the Schedule 13D set forth below are hereby amended
and supplemented as follows:
ITEM 2. IDENTITY AND BACKGROUND.
Item 2 of the Schedule 13D is hereby amended and supplemented by
adding the following immediately after the final paragraph thereof:
This Schedule 13D is also being filed by LSR. LSR is a wholly owned
subsidiary of Landry's formed for the purpose of entering into a business
combination transaction with Rainforest. The address of the principal
business and the principal office of LSR is 1400 Post Oak Blvd, Suite 1010,
Houston, Texas 77056.
The name, business address, present principal occupation or
employment, and citizenship of each director and executive officer of LSR
is set forth on Schedule A to this Statement.
During the last five years, neither LSR nor, to the best knowledge
of LSR, any of the persons set forth on Schedule A hereto was (i) convicted
in a criminal proceeding (excluding traffic violations or similar
misdemeanors) or (ii) a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and as a result of such
proceeding was or is subject to a judgment, decree or final order enjoining
future violations of, or prohibiting or mandating activities subject to,
federal or state securities laws or finding any violations with respect to
such laws.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Item 3 of the Schedule 13D is hereby amended and supplemented by
adding the following immediately after the final paragraph thereof:
LSR received a capital contribution from Landry's and used the
proceeds thereof to purchase the 12,454,011 Shares in the Offer over which
it has shared voting and dispositive power with Landry's. Landry's borrowed
funds for the capital contribution under an existing credit facility. For a
description of such credit facility, please see Section 9 ("Source and
Amount of Funds") of the Offer to Purchase, dated September 29, 2000, which
is filed as an exhibit to the Schedule 13D. Section 9 ("Source and Amount
of Funds") of the Offer to Purchase is incorporated herein by reference.
ITEM 4. PURPOSE OF THE TRANSACTION.
Item 4 is hereby amended and supplemented by adding the following
immediately after the final paragraph thereof:
The Offer expired at 12:00 midnight, New York City time, on Friday,
October 27, 2000. Pursuant to the Offer, 12,454,011 Shares were validly
tendered, representing approximately 54.6% of the then-outstanding Shares.
On October 28, 2000, LSR accepted for payment all such tendered Shares.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
Item 5 of the Schedule 13D is hereby amended and supplemented by
adding the following immediately after the final paragraph of each of the
following designated subsections thereof:
a.-b. Landry's has been informed by Rainforest that as of October
27, 2000, 22,831,088 Shares were outstanding. As of the date hereof,
Landry's beneficially owns 13,484,811 Shares or approximately 59.1% of the
outstanding Shares. Of such 13,484,811 Shares, Landry's owns 1,030,800
Shares, and has sole voting and dispositive power with respect to such
Shares, and Landry's is deemed to be the beneficial owner of the remaining
12,454,011 Shares as a result of LSR's ownership of such Shares, and has
shared voting and dispositive power with respect to such Shares with LSR.
As of the date hereof, LSR owns 12,454,011 Shares or approximately 54.6% of
the outstanding Shares, and has shared voting and dispositive power with
respect to such Shares with Landry's.
c. Except as set forth on Schedule 3 to the Schedule 13D and in
this Statement, neither Landry's nor LSR nor, to the best knowledge of
Landry's and LSR, any of the persons identified on Schedule 1 to the
Schedule 13D and any person identified on Schedule A to this Statement has
effected any transaction in Shares during the past 60 days.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS
WITH RESPECT TO SECURITIES OF THE ISSUER.
Item 6 of the Schedule 13D is hereby amended and supplemented by
adding the following immediately after the final paragraph thereof:
Except as provided in the Merger Agreement, the Schussler Non-
Competition Agreement, the Executive Severance Agreements, the General
Employee Agreements, and as set forth in this Statement, neither LSR nor,
to the best of LSR's knowledge, any of the individuals named in Schedule A
to this Statement have any contracts, arrangements, understandings or
relationships (legal or otherwise) with any person with respect to the
securities of Rainforest, including but not limited to, the transfer or
voting of any securities, finder's fees, joint ventures, loan or option
arrangements, puts or calls, guarantees of profits, division of profits or
losses, or the giving or withholding of proxies.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
The exhibit index to the Schedule 13D is hereby amended and
supplemented by adding the following:
99.02 Agreement pursuant to Rule 13d-1(k) between Landry's and LSR
SIGNATURES
After reasonable inquiry and to the best knowledge and belief of the
undersigned, the undersigned certifies that the information set forth in
this statement is true, complete and correct.
Date: November 2, 2000
LANDRY'S SEAFOOD RESTAURANTS, INC.
By: /s/ Tilman J. Fertitta
-----------------------
Name: Tilman J. Fertitta
Title: President
LSR ACQUISITION CORP.
By: /s/ Tilman J. Fertitta
-----------------------
Name: Tilman J. Fertitta
Title: President
SCHEDULE A
DIRECTORS AND EXECUTIVE OFFICERS OF LSR ACQUISITION CORP.
The name, business address, current principal occupation or
employment and five-year employment history of each director and executive
officer of LSR Acquisition Corp. and certain other information are set
forth below. Unless otherwise indicated, the current business address of
each person is 1400 Post Oak Blvd, Houston, Texas 77056. All directors and
officers listed below are citizens of the United States, unless otherwise
indicated.
<TABLE>
<CAPTION>
PRESENT PRINCIPAL OCCUPATION OR
EMPLOYMENT; MATERIAL POSITIONS
NAME, AGE HELD DURING THE PAST FIVE YEARS
----------------------------------------------------------------------------------------
<S> <C> <C>
Tilman J. Fertitta, 42.............. President and a director of LSR since 2000.
President and Chief Executive Officer of Landry's
since 1987. Director of Landry's since 1993.
Board Member of the Houston Livestock Show and
Rodeo, Space Center Houston, the Children's Museum
of Houston, The Greater Houston Convention and
Visitor's Bureau, the Crohn's and Colitis
Foundation, the Better Business Bureau of Houston,
and the Childress Foundation.
----------------------------------------------------------------------------------------
Steven L. Scheinthal, 38............ Vice President and a director of LSR since 2000.
Vice President of Administration,
General Counsel and Secretary to
Landry's since September 1992.
Director of Landry's since 1993.
----------------------------------------------------------------------------------------
Paul S. West, 41.................... Vice President and a director of LSR since 2000.
Vice President of Finance and Chief Financial
Officer of Landry's since June 1993. Director of
Landry's since 1994.
----------------------------------------------------------------------------------------
</TABLE>
