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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 A PRESS RELEASE DISSEMINATED BY RAINFOREST CAFE ON APRIL 17,
2000:
COMPANY PRESS RELEASE
RAINFOREST CAFE, INC. POSTPONES MERGER VOTE
- Cites Need to Correct Misinformation Circulated By Dissident Shareholder -
MINNEAPOLIS, MINNESOTA, April 17, 2000 - Rainforest Cafe, Inc., "A Wild
Place to Shop and Eat(R)"(NASDAQ: RAIN - news) announced today that it is
postponing until April 28, 2000 the Special Meeting of Shareholders which had
been scheduled to be held on Tuesday, April 18, 2000. At the Special Meeting,
shareholders will vote on a proposal to approve Rainforest's merger with
Landry's Seafood Restaurants, Inc.
In postponing the Special Meeting, Rainforest cited the fact that a
dissident shareholder, The State of Wisconsin Investment Board (SWIB), has
circulated misinformation concerning the voting recommendation of Institutional
Shareholder Services (ISS). ISS is the nation's leading independent proxy
advisory firm, and has recommended a vote in favor of the merger.
SWIB, in a recent letter to Rainforest shareholders, mischaracterized
ISS' recommendation, incorrectly implying that ISS had urged a vote against the
merger. Rainforest stated that it believes SWIB's actions have caused confusion
and uncertainty and, as a result, it is important that shareholders be furnished
with accurate information before they are asked to cast their votes on the
merger. By postponing the meeting, Rainforest will have the opportunity to
furnish the necessary information to its shareholders and an opportunity to
solicit additional proxies.
The Special Meeting of Shareholders is now scheduled to be held on
April 28, 2000, 10:00 a. m. local time, at the Marriott Southwest Hotel,
Minnetonka Ballroom E, 5801 Opus Parkway, Minnetonka, MN 55343.
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Rainforest shareholders with questions are encouraged to call Innisfree
M&A Incorporated, Rainforest's proxy solicitor, at 1-888-750-5834.
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.
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. For more information, review the Company's
filings with the Securities and Exchange Commission, specifically the Company's
Annual Report on Form 10-K for the fiscal year ended January 2, 2000 and the
Risk Factors section of the Proxy Statement/Prospectus filed with the SEC on
March 14, 2000.
Source: Rainforest Cafe, Inc.
Contact:
Rainforest Cafe, Minneapolis
Kenneth Brimmer
President
Ph: (612) 945-5400
www.rainforestcafe.com
