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Filed by Rainforest Cafe, Inc.
Pursuant to Rule 425 under the Securities Act of 1933
and deemed filed pursuant to Rule 14a-12
of the Securities Exchange Act of 1934
Subject Company: Rainforest Cafe, Inc.
Commission File No. 0-27366
THE FOLLOWING IS THE PRESS RELEASE DISSEMINATED BY RAINFOREST ON APRIL 5, 2000:
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RAINFOREST CAFE, INC.
720 South Fifth Street A Wild Place to Shop and Eat(R)
Hopkins, MN 55343
For Further Information Contact:
Kenneth Brimmer
President
612-945-5400
www.rainforestcafe.com
NATIONAL MARKET: RAIN
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RAINFOREST CAFE WINS ISS SUPPORT FOR MERGER
LEADING INDEPENDENT PROXY ADVISORY FIRM RECOMMENDS VOTE
'FOR' THE LANDRY'S MERGER
(MINNEAPOLIS, MN - APRIL 5, 2000) - RAINFOREST CAFE, A WILD PLACE TO SHOP AND
EAT(R), Rainforest Cafe today announced that Institutional Shareholder Services
(ISS), the nation's leading proxy voting advisory firm, has recommended that
shareholders vote for the proposed merger of Rainforest Cafe and Landry's
Seafood Restaurants, Inc. (NYSE: LNY - news). The merger will be voted on at a
special meeting of Rainforest's shareholders on April 18, 2000.
In urging its clients, which include institutional investors, mutual funds and
other fiduciaries, to support the merger, ISS stated,"...we believe that, absent
a higher offer, the Landry's offer represents the best alternative to
shareholders....The structure of the merger consideration also allows
shareholders to receive stock in the combined entity, which will allow
shareholders to participate in any potential synergies that may be generated."
Rainforest Cafe President Kenneth Brimmer said, "We are very pleased that ISS,
with its reputation for independent advocacy of shareholders interests and
sound corporate governance, recognizes the value of the merger for Rainforest
shareholders. We expect that our combination with Landry's will result in a
stronger, more diverse restaurant company and give our shareholders the
opportunity to benefit from future growth potential. Based upon our recent 2000
earnings forecast, the proposed merger is valued at more than 30 times the
current year's earnings, and represents more than a 25 percent premium over our
recent trading price."
ISS is the world's largest provider of voting and corporate governance services.
Serving more than 700 institutional and corporate clients throughout North
America and Europe, ISS analyzes proxy proposals and issues vote recommendations
for more than 8,500 U.S. and 7,500 non-U.S. shareholders meetings each year.
Rainforest Cafe, Inc. develops, owns and operates combination restaurant/retail
facilities offering a stimulating and entertaining rain forest theme, providing
visitors with "A Wild Place to Shop and Eat"(R). There are currently 38
Rainforest Cafe(R) units open including 28 domestic locations and 10
international units. Rainforest Cafe, Inc. common shares are traded on the
NASDAQ National Market under the symbol RAIN.
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This news release (as well as information included in oral statements made or to
be made by the Company) may contain forward-looking statements that involve
risks and uncertainties relating to future events. Actual events or the
Company's results may differ materially from those discussed in any such
forward-looking statements. The Company does not expect to update
forward-looking statements continually as conditions change. These risks and
uncertainties include, but are not limited to, those relating to the merger with
Landry's Seafood Restaurants, Inc. Statements regarding estimated results are
preliminary and based on partial information and management assumptions. The
Company plans to announce its complete first quarter results on or about April
27, 2000. The information in this release including information regarding
expected revenues, net income and net income per share is forward looking and
preliminary. Actual results for the quarter may differ depending upon a number
of factors including, but to limited to, accounting adjustments, competition,
fluctuations and changes in consumer preferences and attitudes, intellectual
property protection, development and construction activities, and results of
shareholder litigation. Investors are referred to the full discussion of risks
and uncertainties associated with forward-looking statements contained in the
Company's Form 10K filed with the Securities and Exchange Commission for the
fiscal year ended January 2, 2000.
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This news release (as well as information included in oral statements made or to
be made by the Company) may contain forward-looking statements that involve
risks and uncertainties relating to future events. Actual events or the
Company's results may differ materially from those discussed in any such
forward-looking statements. The Company does not expect to update
forward-looking statements continually as conditions change. These risks and
uncertainties include, but are not limited to, those relating to the merger with
Landry's Seafood Restaurants, Inc. Statements regarding estimated results are
preliminary and based on partial information and management assumptions. The
Company plans to announce its complete first quarter results on or about April
27, 2000. The information in this release including information regarding
expected revenues, net income and net income per share is forward looking and
preliminary. Actual results for the quarter may differ depending upon a number
of factors including, but to limited to, accounting adjustments, competition,
fluctuations and changes in consumer preferences and attitudes, intellectual
property protection, development and construction activities, and results of
shareholder litigation. Investors are referred to the full discussion of risks
and uncertainties associated with forward-looking statements contained in the
Company's Form 10K filed with the Securities and Exchange Commission for the
fiscal year ended January 2, 2000.
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