------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------
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. 4)
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))
------------
COMMON STOCK, NO PAR VALUE
(Title of Class of Securities)
------------
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
==============================================================================
Transaction Valuation* Amount of Filing Fee**
$74,396,968.32 $14,879.39
------------------------------------------------------------------------------
* 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: [_]
==============================================================================
This Amendment No. 4 (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, as amended (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.
ITEMS 1,4 AND 11.
Items 1, 4 and 11 are hereby amended and supplemented by including the
following paragraph:
The Offer expired at 12:00 midnight, New York City time, on Friday,
October 27, 2000. On October 28, 2000, Landry's issued a press release
announcing the results of the Offer. The press release is attached hereto
as Exhibit (a)(21) and is incorporated herein by reference.
ITEM 12. EXHIBITS.
Item 12 of the Schedule TO is hereby amended and supplemented by adding
the following exhibits:
Exhibit (a)(20) Press Release issued by Landry's on October 27, 2000.
Exhibit (a)(21) Press Release issued by Landry's on October 28, 2000.
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/ Steven L. Scheinthal
----------------------
Name: Steven L. Scheinthal
----------------------
Title: Vice President
----------------------
LANDRY'S SEAFOOD RESTAURANTS, INC.
By: /s/ Steven L. Scheinthal
----------------------
Name: Steven L. Scheinthal
----------------------
Title: Vice President
----------------------
Dated: October 30, 2000
