UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. ___)*
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)
September 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*
See Item 3.
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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 1,030,800
SHARES ------------------------------------------
BENEFICIALLY 8. SHARED VOTING POWER
OWNED BY 0
EACH ------------------------------------------
REPORTING 9. SOLE DISPOSITIVE POWER
PERSON 1,030,800
WITH ------------------------------------------
10. SHARED DISPOSITIVE POWER
1,055,193+
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11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,085,993+
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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
9.1%+
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14. TYPE OF REPORTING PERSON
CO
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+ The filing of this Schedule 13D is not, and shall not be construed
as, an admission that Landry's or any of its executive officers or
directors beneficially owns any of the shares of Rainforest common stock
for which it is listed as having shared dispositive power. See Items 5 and
6.
ITEM 1. SECURITY AND ISSUER
This Statement on Schedule 13D (this "Schedule 13D") relates to
the common stock, no par value (the "Common Stock"), of Rainforest Cafe,
Inc., a Minnesota corporation ("Rainforest"), and the associated preferred
share purchase rights issued pursuant to that certain Rights Agreement,
dated as of May 23, 2000, by and between Rainforest and Norwest Bank
Minnesota, as amended (the "Rights" and, together with the Common Stock,
the "Shares"). The address of Rainforest's principal executive offices is
720 South Fifth Street, Hopkins, Minnesota 55343.
ITEM 2. IDENTITY AND BACKGROUND
This Schedule 13D is being filed by Landry's Seafood Restaurants,
Inc., a Delaware corporation ("Landry's"). Landry's owns and operates
seafood restaurants located in 26 states. Its principal business address is
1400 Post Oak Boulevard, Suite 1010, Houston, Texas 77056.
The name, citizenship, business address, present principal
occupation and organization of employment of each of the executive officers
and directors of Landry's and the name and business address of any
organization in which such employment is conducted, in each case as of the
date hereof, are set forth in Schedule 1 attached hereto and incorporated
herein by reference.
During the last five years, Landry's has not been (i) convicted in
a criminal proceeding (excluding traffic violations or similar
misdemeanors), or (ii) a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and as a result of such
proceeding was or is subject to a judgment, decree or final order enjoining
future violations of, or prohibiting or mandating activities subject to,
federal or state securities laws or finding any violation with respect to
such laws.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
Landry's used working capital to purchase the 1,030,800 Shares
over which it has sole voting and dispositive power. With respect to the
1,055,193 Shares in respect of which Landry's may be deemed to have shared
dispositive power under the Schussler Non-Competition Agreement (as defined
in Item 4 below), this Item 3 is not applicable.
ITEM 4. PURPOSE OF TRANSACTION
On September 26, 2000, Landry's, LSR Acquisition Corp., a Delaware
corporation and a wholly owned subsidiary of Landry's ("Merger Sub"), and
Rainforest entered into an Agreement and Plan of Merger (the "Merger
Agreement"). The Merger Agreement contemplates an acquisition of Rainforest
by Landry's at a price of $3.25 per share in cash, which will be effected
by (i) a tender offer (the "Offer") by Merger Sub for all of the issued and
outstanding Shares and (ii) a merger of Merger Sub with and into Rainforest
(the "Merger"), with Rainforest continuing as the surviving corporation in
the Merger as a wholly owned subsidiary of Landry's. In the Merger, each
Share outstanding immediately prior to the effective time of the Merger
(other than Shares owned by Landry's or Rainforest or their respective
subsidiaries and other than Shares held by shareholders properly exercising
dissenters' rights) will be converted into the right to receive $3.25 per
share in cash or any greater per share price paid in the tender offer in
cash, without interest (the "Offer Price"). Landry's currently intends, as
soon as practicable after consummation of the Offer, to consummate the
Merger.
Pursuant to the terms of the Merger Agreement, Landry's and Merger
Sub have agreed to vote, or cause to be voted, all Shares owned by them in
favor of the adoption of the Merger Agreement and approval of the Merger.
The Merger Agreement provides that immediately upon the purchase
of Shares under the Offer by Merger Sub, Merger Sub will be entitled to
designate such number of directors to the Board of Directors of Rainforest
(the "Rainforest Board"), as will give Merger Sub representation
proportionate to its ownership interest of the Shares.
Based upon information presently available to Landry's, Landry's
may close up to 20 Rainforest Cafe restaurants if presently projected
performance of such restaurants does not improve. Landry's will continue to
evaluate the business and operations of Rainforest during the pendency of
the Offer and after the consummation of the Offer and the Merger and will
take such actions as it deems appropriate under the circumstances then
existing. Landry's intends to seek additional information about Rainforest
during this period. Thereafter, Landry's intends to evaluate such
information as part of a comprehensive review of Rainforest's business,
operations, capitalization and management with a view to optimizing
development of Rainforest's potential in conjunction with Landry's
business.
Additionally, the Merger Agreement provides that from the date of
the Merger Agreement to the effective time of the Merger, without the prior
written approval of Landry's, Rainforest will not repatriate funds,
authorize or pay any dividends on or make any distribution with respect to
its outstanding shares of capital stock.
Landry's intends to initiate the termination of the registration
of the Shares under the Securities Exchange Act of 1934 (the "Exchange
Act") no later than promptly following consummation of the Merger. At such
time, the Shares will no longer be quoted on the Nasdaq National Market and
there will be no public market for the Shares.
In connection with the Merger Agreement, Landry's entered into an
Employee Termination, Consulting and Non-Competition Agreement dated as of
September 26, 2000 with Steven Schussler (the "Schussler Non-Competition
Agreement").
As of the date of the Schussler Non-Competition Agreement,
Landry's has been informed by Rainforest that Mr. Schussler held 943,693
Shares and held options (including options that will vest within sixty
days) to acquire an additional 111,500 Shares (which collectively represent
approximately 4.6% of the outstanding Shares). Landry's has been informed
by Rainforest that as of September 26, 2000, 22,812,470 Shares were
outstanding.
Pursuant to the Schussler Non-Competition Agreement, Mr. Schussler
agreed, among other things, to tender (or cause the record owner of all
Shares beneficially owned by him to tender) into the Offer all Shares
beneficially owned by him not later than October 20, 2000, subject to
certain limited withdrawal rights set forth in the Schussler
Non-Competition Agreement. Mr. Schussler has authorized Rainforest to
tender on his behalf certain of his Shares which are subject to a pledge
agreement.
The discussion in this Schedule 13D of the Merger Agreement and
the Schussler Non-Competition Agreement and the principal terms thereof is
subject to, and qualified in its entirety by reference to, the Merger
Agreement and the Schussler Non-Competition Agreement which are filed as
exhibits to this Schedule 13D and are incorporated herein by reference.
No reporting person has any present plans or proposal which would
relate to or result in any of the matters set forth in subparagraphs
(a)-(j) of Item 4 of Schedule 13D except as set forth herein or such as
would occur upon completion of any of the actions set forth herein.
ITEM 5. INTEREST IN THE SECURITIES OF THE ISSUER
a.- b. Landry's has been informed by Rainforest that
as of September 26, 2000, 22,812,470 Shares were
outstanding. As of the date hereof, Landry's
beneficially owns 1,030,800 Shares or
approximately 4.5% of the outstanding Shares,
and has sole voting and dispositive power with
respect to such Shares.
As of the date hereof, and as a result of the
execution of the Schussler Non-Competition
Agreement, Landry's may be deemed to have shared
dispositive power with respect to the Shares
subject to the Schussler Non-Competition
Agreement and, accordingly, may be deemed to
beneficially own an additional 1,055,193 Shares,
or approximately an additional 4.6% of the
outstanding Shares. However, the filing of this
Schedule 13D is not, and shall not be construed
as, an admission that Landry's or any of its
executive officers or directors beneficially
owns any of the Shares subject to the Schussler
Non-Competition Agreement. The Item 2
information with respect to Mr. Schussler is
attached hereto as Schedule 2 and such Schedule
2 is hereby incorporated by reference.
Except as set forth above, neither Landry's nor,
to the best of Landry's knowledge, any of the
individuals named in Schedule 1 hereto
beneficially owns any Shares.
c. The Item 5(c) information with respect to
transactions in Shares during the past 60 days
by Landry's is attached hereto as Schedule 3 and
such Schedule 3 is hereby incorporated by
reference. Except as set forth on Schedule 3
hereto, neither Landry's nor, to the best
knowledge of Landry's, any of the persons
identified on Schedule 1 hereto has effected any
transaction in Shares during the past 60 days.
d. Not applicable.
e. Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS WITH RESPECT TO SECURITIES
OF THE ISSUER
The response to Item 4 above is incorporated by reference in
response to this Item 6.
In connection with the Merger Agreement, Landry's entered into:
(i) an Employee Termination, Consulting and Non-Competition Agreement,
dated as of September 26, 2000 with Ercument Ucan; (ii) an Employee
Termination, Consulting and Non-Competition Agreement, dated as of
September 26, 2000 with Lyle Berman; (iii) an Amended and Restated Change
of Control Agreement, dated as of September 26, 2000, with Rainforest and
Stephen Cohen; and (iv) a Severance Agreement, dated as of September 26,
2000, with Rainforest and Robert Hahn (the agreements referred to in
clauses (i)-(iv), collectively, the "Executive Severance Agreements").
Pursuant to each of the Executive Severance Agreements and the
Schussler Non-Competition Agreement, each vested option held by Messrs.
Berman, Schussler, Ucan, Hahn and Cohen at the effective time of the Merger
which has an exercise price less than the Offer Price will be cancelled in
consideration for payment in cash of a sum equivalent to the product
obtained by multiplying (x) the excess (if any) of the Offer Price over the
per Share exercise price of such option and (y) the number of Shares
covered by such option. As part of their respective agreements, Messrs.
Cohen and Hahn have agreed not to exercise any options to acquire Shares.
Each of Messrs. Berman, Schussler, Ucan, Cohen and Hahn has further agreed
to relinquish as of the effective time of the Merger any options to acquire
Shares with an exercise price equal to or greater than the Offer Price.
In connection with the Merger Agreement, Landry's will also offer
to enter into one of four forms of agreements with Rainforest and
approximately 120 employees of Rainforest (the "General Employee
Agreements"). Pursuant to the General Employee Agreements, the employees
who choose to enter into these agreements would agree not to exercise any
options to acquire Shares. Instead, each vested option held by such
employees at the effective time of the Merger which has an exercise price
less than the Offer Price shall be cancelled in consideration for payment
in cash of a sum equivalent to the product obtained by multiplying (x) the
excess (if any) of the Offer Price over the per Share exercise price of
such option and (y) the number of Shares covered by such option. These
employees will also have agreed to waive and forever relinquish all options
to acquire any Shares with an exercise price equal to or greater than the
Offer Price.
For a description of the other terms of the Schussler
Non-Competition Agreement, the Executive Severance Agreements and the
General Employee Agreements, please see "The Merger Agreement; Other
Arrangements--Agreements with Executive Officers of Rainforest Agreements "
and "--Agreements with other Employees of Rainforest" contained in the
Offer to Purchase, dated September 29, 2000, which has been filed as an
exhibit to this Schedule 13D. Such sections of the Offer to Purchase are
hereby incorporated into this Schedule 13D by reference.
Except as provided in the Merger Agreement, the Schussler Non-
Competition Agreement, the Executive Severance Agreements, the General
Employee Agreements, and as set forth in this Schedule 13D, neither
Landry's nor, to the best of Landry's knowledge, any of the individuals
named in Schedule 1 hereto, has any contracts, arrangements, understandings
or relationships (legal or otherwise), with any person with respect to any
securities of Rainforest, including, but not limited to, the transfer or
voting of any securities, finder's fees, joint ventures, loan or option
arrangements, puts or calls, guarantees of profits, division of profits or
losses, or the giving or withholding of proxies.
The Merger Agreement, the Schussler Non-Competition Agreement and
each of the Executive Severance Agreements are filed as exhibits to this
Schedule 13D and are incorporated herein by reference in response to this
Item 6.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
Exhibit 2.01 Agreement and Plan of Merger, dated as of September 26,
2000, by and among Landry's Seafood Restaurants, Inc.,
LSR Acquisition Corp. and Rainforest Cafe, Inc.
(incorporated by reference to Exhibit (d)(1) to the
Schedule TO filed by Landry's with the SEC on September
29, 2000)
Exhibit 10.01 Employee Termination, Consulting and Non-Competition
Agreement, dated as of September 26, 2000, by and
between Landry's Seafood Restaurants, Inc. and Steven W.
Schussler (incorporated by reference to Exhibit (d)(3)
to the Schedule TO filed by Landry's with the SEC on
September 29, 2000)
Exhibit 10.02 Employee Termination, Consulting and Non-Competition
Agreement, dated as of September 26, 2000, by and
between Landry's and Ercument Ucan (incorporated by
reference to Exhibit (d)(2) to the Schedule TO filed by
Landry's with the SEC on September 29, 2000)
Exhibit 10.03 Employee Termination, Consulting and Non-Competition
Agreement, dated as of September 26, 2000, by and
between Landry's and Lyle Berman (incorporated by
reference to Exhibit (d)(4) to the Schedule TO filed by
Landry's with the SEC on September 29, 2000)
Exhibit 10.04 Amended and Restated Change of Control Agreement, dated
as of September 26, 2000, by and among Landry's,
Rainforest and Stephen Cohen (incorporated by reference
to Exhibit (d)(5) to the Schedule TO filed by Landry's
with the SEC on September 29, 2000)
Exhibit 10.05 Severance Agreement, dated as of September 26, 2000, by
and among Landry's, Rainforest and Robert Hahn
(incorporated by reference to Exhibit (d)(6) to the
Schedule TO filed by Landry's with the SEC on September
29, 2000)
Exhibit 99.01 Offer to Purchase dated September 29, 2000 (incorporated
by reference to Exhibit (a)(1) to the Schedule TO filed
by Landry's with the SEC on September 29, 2000)
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: October 5, 2000 LANDRY'S SEAFOOD RESTAURANTS, INC.
By: /s/ Steven L. Scheinthal
-----------------------------
Name: Steven L. Scheinthal
Title: Vice President, General
Counsel and Secretary
SCHEDULE 1
The name, business address, principal occupation and organization
of employment of the executive officers and directors of Landry's
Seafood Restaurants, Inc. ("Landry's") are as follows (citizenship
is of the United States of America, unless otherwise indicated):
<TABLE>
<CAPTION>
Name Position at Business Address Principal Occupation and
Landry's Organization of Employment
<S> <C> <C> <C>
Tilman J. Fertitta Chairman of the Landry's Seafood President and Chief
Board, Restaurants, Inc. Executive Officer of
President and 1400 Post Oak Blvd., Landry's
Chief Executive Suite 1010
Officer Houston, Texas 77056
Steven L. Scheinthal Director, Vice Landry's Seafood Vice President of
President of Restaurants, Inc. Administration, General
Administration, 1400 Post Oak Blvd., Counsel and Secretary of
General Counsel Suite 1010 Landry's
and Secretary Houston, Texas 77056
Paul S. West Director, Vice Landry's Seafood Vice President of Finance
President of Restaurants, Inc. and Chief Financial Officer
Finance and 1400 Post Oak Blvd., of Landry's
Chief Financial Suite 1010
Officer Houston, Texas 77056
James E. Masucci Director Landry's Seafood Private business
Restaurants, Inc.
1400 Post Oak Blvd.,
Suite 1010
Houston, Texas 77056
Joe Max Taylor Director Landry's Seafood Chief law enforcement
Restaurants, Inc. administrator for Galveston
1400 Post Oak Blvd., County, Texas
Suite 1010
Houston, Texas 77056
Richard E. Ervin Vice President Landry's Seafood Vice President of
of Restaurant Restaurants, Inc. Operations of Landry's
Operations 1400 Post Oak Blvd.,
Suite 1010
Houston, Texas 77056
</TABLE>
During the last five years, to the best of Landry's knowledge,
none of the forementioned executive officers or directors of Landry's has
been (i) convicted in a criminal proceeding (excluding traffic violations
or similar misdemeanors), or (ii) a party to a civil proceeding of a
judicial or administrative body of competent jurisdiction and as a result
of such proceeding was or is subject to a judgement, decree or final order
enjoining future violations of, or prohibiting or mandating activities
subject to, federal or state securities laws or finding any violation with
respect to such laws.
SCHEDULE 2
The name, business address, principal occupation and organization
of employment of Mr. Schussler is as follows (to the best of
Landry's knowledge, Mr. Schussler's citizenship is of the United
States of America):
<TABLE>
<CAPTION>
Name Position at Business Address Principal Occupation and
Rainforest Organization of Employment
<S> <C> <C> <C>
Steven W. Schussler Senior Vice Rainforest Cafe, Inc. Senior Vice President -
President - 720 South Fifth Street Development of Rainforest
Development Hopkins, MN 55343
</TABLE>
During the last five years, to the best of Landry's knowledge, Mr.
Schussler has not been (i) convicted in a criminal proceeding (excluding
traffic violations or similar misdemeanors), or (ii) a party to a civil
proceeding of a judicial or administrative body of competent jurisdiction
and as a result of such proceeding was or is subject to a judgement, decree
or final order enjoining future violations of, or prohibiting or mandating
activities subject to, federal or state securities laws or finding any
violation with respect to such laws.
SCHEDULE 3
TRANSACTIONS CONCERNING SHARES OF
RAINFOREST COMMON STOCK - MOST RECENT 60 DAYS
The following table sets forth transactions in shares of
Rainforest common stock during the past 60 days by Landry's. All
transactions listed below involved open-market purchases of Rainforest
common stock.
TRADE DATE SHARES PRICE COST
---------- ------ ----- ----
08/08/00 47,000 $2.1875 $102,812.50
08/08/00 2,600 $2.1947 $57,006.25
08/04/00 6,800 $2.2142 $15,056.25
08/03/00 45,000 $2.1875 $98,437.50
08/02/00 3,000 $2.2500 $6,750.00
07/31/00 1,800 $2.2500 $4,050.00
07/28/00 3,600 $2.4010 $8,643.75
07/27/00 5,000 $2.4375 $12,187.50
07/26/00 3,000 $2.5000 $7,500.00
07/21/00 11,000 $3.0161 $33,678.11
07/20/00 13,000 $3.0625 $39,812.50
07/19/00 52,000 $3.0625 $159,250.00
07/18/00 6,000 $3.0625 $18,375.00
07/17/00 22,600 $3.0625 $69,212.50
07/14/00 61,000 $3.0625 $186,821.50
INDEX TO EXHIBITS
EXHIBIT EXHIBIT
NUMBER
2.01 Agreement and Plan of Merger, dated as of September 26,
2000, by and among Landry's Seafood Restaurants, Inc., LSR
Acquisition Corp. and Rainforest Cafe, Inc. (incorporated
by reference to Exhibit (d)(1) to the Schedule TO filed by
Landry's with the SEC on September 29, 2000)
10.01 Employee Termination, Consulting and Non-Competition
Agreement, dated as of September 26, 2000, by and between
Landry's Seafood Restaurants, Inc. and Steven Schussler
(incorporated by reference to Exhibit (d)(3) to the
Schedule TO filed by Landry's with the SEC on September
29, 2000)
10.02 Employee Termination, Consulting and Non-Competition
Agreement, dated as of September 26, 2000, by and between
Landry's and Ercument Ucan (incorporated by reference to
Exhibit (d)(2) to the Schedule TO filed by Landry's with
the SEC on September 29, 2000)
10.03 Employee Termination, Consulting and Non-Competition
Agreement, dated as of September 26, 2000, by and between
Landry's and Lyle Berman (incorporated by reference to
Exhibit (d)(4) to the Schedule TO filed by Landry's with
the SEC on September 29, 2000)
10.04 Amended and Restated Change of Control Agreement, dated
as of September 26, 2000, by and among Landry's,
Rainforest and Stephen Cohen (incorporated by reference
to Exhibit (d)(5) to the Schedule TO filed by Landry's
with the SEC on September 29, 2000)
10.05 Severance Agreement, dated as of September 26, 2000, by
and among Landry's, Rainforest and Robert Hahn
(incorporated by reference to Exhibit (d)(6) to the
Schedule TO filed by Landry's with the SEC on September
29, 2000)
99.01 Offer to Purchase dated September 29, 2000 (incorporated
by reference to Exhibit (a)(1) to the Schedule TO filed
by Landry's with the SEC on September 29, 2000)
