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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 LETTER TO SHAREHOLDERS DISSEMINATED BY RAINFOREST CAFE ON
APRIL 19, 2000:
Rainforest Cafe, Inc.
720 South Fifth Street
Hopkins, Minnesota 55343
April 19, 2000
Dear Rainforest Shareholder:
The vote on Rainforest's merger with Landry's originally scheduled for
April 18, 2000, will now be held on April 28, 2000. This brief postponement
affords you an additional opportunity to cast your vote "FOR" the merger and
help protect the value of your Rainforest shares. Even if you have previously
voted against the merger, you have every legal right to change your vote. Please
sign, date and return the enclosed WHITE proxy card today.
NATION'S LEADING INDEPENDENT PROXY ADVISORY SERVICE
RECOMMENDS VOTE "FOR" THE MERGER
Institutional Shareholder Services (ISS), the nation's leading
independent proxy advisory service, has recommended that its clients vote "FOR"
the merger. ISS's clients include more than 700 institutional investors, mutual
funds and other fiduciaries. In the course of evaluating the merger, ISS
listened to and considered the views of the State of Wisconsin Investment Board
(SWIB), which has been seeking to enlist support in its effort to block the
merger.
After completing its analysis, ISS issued a written report urging
support for the merger. In its report, ISS stated ". . . absent a higher offer,
THE LANDRY'S OFFER REPRESENTS THE BEST ALTERNATIVE TO SHAREHOLDERS." We can tell
you that there is no higher offer, and your Board of Directors unanimously
concurs that the Landry's merger is the best available alternative.
Unfortunately, SWIB, in an eleventh hour attempt to gain support for
its views, conveyed to shareholders the false impression that ISS opposed the
merger. If SWIB or its agents try to seek your vote, don't let them tell you
that ISS agrees with them.
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LANDRY'S SHARES REPRESENT AN EXCELLENT OPPORTUNITY
If the merger is approved, you will be receiving shares of Landry's
stock for some or all of your Rainforest shares. The receipt of Landry's stock
provides Rainforest shareholders with an opportunity to participate in the
returns of a much larger combined company than Rainforest standing alone.
Landry's recently reported first quarter earnings in excess of consensus
estimates - consistent with Landry's record of meeting or exceeding consensus
earnings estimates in 25 of the last 27 fiscal quarters - and has also realized
another period of positive comparable same store sales. We believe the combined
company has a better chance of realizing true shareholder value.
SIZE HAS MANY BENEFITS
The current market capitalization of Rainforest is less than $100
million. This very small market capitalization relegates Rainforest to a portion
of the market where it is difficult to generate significant investor interest.
The larger combined company will not only have the potential to realize many
benefits in the form of operating synergies, but also may attract more investor
interest in the combined company and its shares in the future.
FUTURE LEASE LIABILITIES COULD REQUIRE WORKOUT
Rainforest has approximately $175 million in guaranteed future lease
obligations. Rainforest presently anticipates that at least one restaurant will
be closed this year, with possibly five to seven more restaurants closing
thereafter. In the event that a workout is necessary with respect to
non-performing assets, a significant reduction in shareholder equity could
result. The Rainforest/Landry's merger represents our effort to preserve
shareholder value and to deal with the challenges that Rainforest faces in the
future.
YOUR VOTE IS VITALLY IMPORTANT TO
THE FUTURE OF YOUR COMPANY
Time is short, and it is extremely important that your vote be counted,
no matter how many or how few shares you own. Because approval of the merger
requires the affirmative vote of a majority of all shares, A FAILURE TO VOTE HAS
THE SAME EFFECT AS A VOTE AGAINST THE MERGER. Without your vote, a MINORITY of
the outstanding shares could decide the fate of your company. With the value of
your Rainforest investment at stake, we urge you to vote your shares "FOR" the
merger. Please sign, date and return the enclosed WHITE proxy card today.
In order to give you every opportunity to vote before the April 28,
2000 meeting, we have arranged for you to vote your WHITE proxy card by fax. If
you have a fax machine available, please sign and date your WHITE proxy card and
fax both sides to the firm assisting us in the solicitation of proxies,
Innisfree M&A Incorporated. Their fax number is (212) 750-5799.
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On Friday, April 28, 2000, the rescheduled Special Meeting of
Shareholders will be held at 10:00 a.m., local time, at the Marriott Southwest
Hotel, Minnetonka Ballroom E, 5801 Opus Parkway, Minnetonka MN 55343.
The deadline for submission of your Election Form/Letter of Transmittal
to American Stock Transfer has been extended through 5:00 p.m., New York City
time, on Thursday, April 27, 2000.
If you have any questions or need assistance in voting your shares,
whether by regular mail or fax, please call Innisfree M&A Incorporated,
toll-free, at 1-888-750-5834. Again, we thank you for your continued support.
Sincerely,
Lyle Berman
Chairman of the Board
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IF YOU HAVE ANY QUESTIONS OR NEED ASSISTANCE IN VOTING YOUR SHARES,
PLEASE CONTACT RAINFOREST'S PROXY SOLICITOR:
INNISFREE M&A INCORPORATED
501 MADISON AVENUE, 20TH FLOOR
NEW YORK, NEW YORK 10022
TOLL FREE: (888) 750-5834
