UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
(FINAL AMENDMENT)
RAINFOREST CAFE, INC.
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(Name of Issuer)
Common Stock, no par value
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(Title of Class and Securities)
75086K 10 4
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(CUSIP Number)
Steven L. Scheinthal, Esq.
Landry's Seafood Restaurants, Inc.
1400 Post Oak Blvd., Suite 1010
Houston, Texas 77056
(713) 850-1010
With a copy to:
Paul T. Schnell, Esq.
Skadden, Arps, Slate, Meagher & Flom LLP
Four Times Square
New York, New York 10036
(212) 735-3000
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(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
April 26, 2000
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(Date of Event which Requires
Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition that is the subject of this Schedule 13D, and is
filing this schedule because of Sections 240.13d-1(e), 240.13d-1(f) or
240.13d-1(g), check the following box. [ ]
Note: Schedules filed in paper format shall include a signed original and
five copies of the schedule, including all exhibits. See Section
240.13d-7 for other parties to whom copies are to be sent.
* The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which
would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities
Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of
that section of the Act but shall be subject to all other provisions of the
Act (however, see the Notes).
SCHEDULE 13D
CUSIP No. 75086K 10 4
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1. NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only)
Landry's Seafood Restaurants, Inc.
IRS Id. No:740405386
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
(a) ( )
(b) (X)
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3. SEC USE ONLY
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4. SOURCE OF FUNDS*
Not applicable
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5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) or 2(e) ( )
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6. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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7. SOLE VOTING POWER
NUMBER OF 100
SHARES -------------------------------------
BENEFICIALLY 8. SHARED VOTING POWER
OWNED BY 0
EACH -------------------------------------
REPORTING 9. SOLE DISPOSITIVE POWER
PERSON 100
WITH -------------------------------------
10. SHARED DISPOSITIVE POWER
0
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11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
100
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12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN
SHARES ( )
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13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
less than 0.01%
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14. TYPE OF REPORTING PERSON
CO
This Statement constitutes Amendment No. 1 (Final Amendment) to the
Statement on Schedule 13D filed with the Securities and Exchange Commission
("Schedule 13D") by Landry's Seafood Restaurants, Inc. on February 18,
2000, in connection with its beneficial ownership of shares of the capital
stock of Rainforest Cafe, Inc. Capitalized terms used but not defined in
this Amendment No. 1 shall have the respective meanings ascribed to such
terms in the Schedule 13D.
Item 4 and Items 5(a)-(c) of the Schedule 13D are hereby amended and
supplemented by the addition of the following information:
As previously announced, on April 26, 2000, Landry's Seafood
Restaurants, Inc. ("Landry's") entered into an agreement with Rainforest
Cafe, Inc. ("Rainforest") which terminated the Agreement and Plan of
Merger, dated as of February 9, 2000, by and among Landry's, LSR
Acquisition Corp. and Rainforest (the "Merger Agreement"). In accordance
with the terms of the stockholder agreements entered into between Landry's
and each of Lyle Berman and Steven Schussler and the terms of the employee
termination, consulting and non-competition agreements entered into between
Landry's and each of Lyle Berman, Steven Schussler, Kenneth Brimmer and
Ercument Ucan, each such agreement automatically terminated at the time the
Merger Agreement terminated.
As a result of the termination of the aforementioned stockholder
agreements, Landry's has no further rights (voting, dispositive or
otherwise) with respect to Messrs. Berman's and Schussler's shares of
Rainforest capital stock which had been subject to such stockholder
agreements and, consequently, can no longer be deemed to share beneficial
ownership of such shares pursuant to Rule 13d-3 of the General Rules and
Regulations promulgated under the Securities Exchange Act of 1934, as
amended (the "Exchange Act"). Landry's reporting obligations pursuant to
Section 13(d) of the Exchange Act and the rules and regulations promulgated
thereunder is therefore terminated.
SIGNATURE
After reasonable 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.
Dated: May 11, 2000 LANDRY'S SEAFOOD RESTAURANTS, INC.
By: /s/ Tilman J. Fertitta
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Name: Tilman J. Fertitta
Title: Chief Executive Officer
