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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. 1)
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: [_]
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This Amendment No. 1 (the "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.
ITEM 12. EXHIBITS.
The Offer to Purchase annexed as Exhibit (a)(1)(A) of the Statement is
hereby amended as follows:
1. THE SUMMARY TERM SHEET OF THE OFFER TO PURCHASE (pages 1-4) is hereby
amended and supplemented by deleting in their entirety the final two bullet
points under the subheading, "CAN THE OFFER BE EXTENDED AND UNDER WHAT
CIRCUMSTANCES?" (pages 1-2) and substituting in lieu thereof the following
two bullet points:
- Without the consent of Rainforest, we may extend the offer from time
to time until Wednesday, November 29, 2000, in the event that, at the
scheduled expiration date, all of the conditions to the offer have
not been satisfied or waived prior to the scheduled expiration date
as permitted by the merger agreement.
- If all conditions to the offer have been satisfied or waived prior to
the scheduled expiration date, we will accept for payment and pay for
all shares validly tendered and not withdrawn at such time (which
shares may not thereafter be withdrawn)
2. SECTION 15 OF THE OFFER TO PURCHASE (pages 33-35) is hereby amended and
supplemented by deleting in its entirety the penultimate paragraph of such
section and substituting in lieu thereof the following paragraph:
The foregoing conditions are for the benefit of Landry's and
Purchaser and may be asserted by Landry's or Purchaser regardless of the
circumstances giving rise to any such condition or may be waived by
Landry's or Purchaser in whole or in part at any time and from time to time
prior to the Expiration Date in their reasonable discretion. The failure by
Landry's or Purchaser at any time prior to the Expiration Date to exercise
any of the foregoing rights shall not be deemed a waiver of any such right;
the waiver of any such right with respect to particular facts and other
circumstances shall not be deemed a waiver with respect to any other facts
and circumstances; and each such right shall be deemed an ongoing right
that may be asserted at any time and from time to time prior to the
Expiration Date.
SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify
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: October 16, 2000
