Filed by Landry's Seafood Restaurants, Inc.
Pursuant to Rule 425 under the Securities Act of 1933
Subject Company: Rainforest Cafe, Inc.
Commission File No.: 333-31864
(The following is a press release issued by Landry's Seafood Restaurants,
Inc. on April 26, 2000)
LANDRY'S SEAFOOD RESTAURANTS INC.
ANNOUNCES CANCELLATION OF PROPOSED MERGER WITH
RAINFOREST CAFE, INC.
HOUSTON---April 26, 2000--Landry's Seafood Restaurants Inc.
("Landry's") (NYSE:LNY - news) announced today that the proposed merger
with Rainforest Cafe, Inc. ("Rainforest") has been canceled. Landry's
cited Rainforest's inability to obtain their shareholders' approval as
the reason for the cancellation. Although the majority of voting
shareholders have voted in favor of the merger, Minnesota law requires an
affirmative vote by an absolute majority of all shareholders. According
to Landry's Chairman, President and CEO, Tilman J. Fertitta, "Due to an
extremely aggressive campaign by the State of Wisconsin Investment Board
urging Rainforest shareholders to vote against the merger, it was
apparent that Rainforest would not obtain the requisite votes necessary
to allow for consummation of the merger by the scheduled meeting of
shareholders."
Fertitta added, "We negotiated a deal that we believed was in the best
interests of Landry's shareholders. We did substantial due diligence and
made an offer based on our actual knowledge of Rainforest's business.
Obviously some of Rainforest's shareholders believed we cut too good a
deal for Landry's shareholders. We cannot be faulted for that. We are a
disciplined buyer and were not willing to increase our offer."
Statements contained in this press release are forward-looking statements
as that term is defined in the Private Securities Litigation Reform Act
of 1995. All forward-looking statements are subject to risks and
uncertainties which could cause actual results to differ from those
anticipated.
Contact: Landry's Seafood Restaurants Inc., Houston
Tilman J. Fertitta, 713/850-1010
or
Steven L. Scheinthal, 713/850-1010
